Common use of Intercompany Debt Payments Clause in Contracts

Intercompany Debt Payments. Subject to Clause 8 (Turnover), any Obligor shall be entitled to pay in cash or by payment in kind any Intercompany Debt owed by it to another Obligor (including interest under any Smurfit Kappa Funding Loan Agreement by capitalising an amount of interest or issuing further debt instruments under and in the manner and at the times provided for in any Smurfit Kappa Funding Loan Agreement) provided that: (a) (unless the Senior Agent acting on the instructions of the Majority Senior Creditors otherwise consents in writing) no payment of Intercompany Debt (other than under any Smurfit Kappa Funding Loan Agreement or any other Intercompany Debt owed to Smurfit Kappa Funding or the Parent) may be made if the Senior Agent has given any notice or taken any action under Clauses 24.17 (Acceleration) or 24.18 (Acceleration for Certain Funds Credits) of the Senior Facility Agreement (or any equivalent provision in any amendment or refinancing of the Senior Facility Agreement); and (b) no payment of principal, interest, fees or other amounts constituting Intercompany Debt owed to Smurfit Kappa Funding or the Parent (including under any Smurfit Kappa Funding Loan Agreement) shall be made, except for the payment of (A) interest (whether in cash or kind); (B) amounts equal to any additional amounts payable under applicable gross-up provisions of the Cash Pay Securities; (C) amounts equal to default interest or liquidated damages payments under the Cash Pay Securities; (D) an amount equal to the amount of payments due under any registration right agreement relating to the Cash Pay Securities; (E) an amount equal to the amount of the US registration costs and legal fees incurred in connection with the issue of the Cash Pay Securities; (F) an amount equal to any other payments, but not exceeding €500,000 in any twelve month period, in each case referred to in (A), (B), (C), (D) or (E) above under and to the extent provided for in any Smurfit Kappa Funding Loan Agreement to the extent necessary to enable Smurfit Kappa Funding to make Securities Permitted Payments; (G) any amount to the extent necessary to enable Smurfit Kappa Funding to make Securities Repayments; (H) any amount to the extent necessary in connection with the application of the IPO Proceeds of the Approved IPO in accordance with Clause 11.3(c) (IPO) of the Senior Facility Agreement; and (I) repayment of principal on the Payment Date under (and as defined in) any Smurfit Kappa Funding Loan Agreement provided that, except with the prior consent in writing of the Senior Agent (acting on the instructions of the Majority Senior Creditors), the Company may not on any date make any such payments under (A) to (I) inclusive above if: (i) any of the Senior Debt (or in the case of non-payment of any amounts not constituting principal, interest or fees, Senior Debt in excess of €50,000 (when aggregated with all other amounts unpaid)) due on or prior to such date is unpaid on such date; or (ii) following the occurrence of an Event of Default (other than of the type specified in paragraph (i) above), the Senior Agent (acting on the instructions of the Majority Senior Creditors) serves a written notice (a “Block Notice”) on Smurfit Kappa Funding and the Company specifying such Event of Default, until the earliest date on which: (A) paragraph (i) does not apply; and (B) one of the following applies; (I) 179 days have elapsed since the service of such Block Notice, or if earlier, where a Standstill Period (as defined in Clause 10 (Enforcement)) is in effect at any time during that 179 day period, the date on which that Standstill Period expires; or (II) the Senior Agent (acting on the instructions of the Majority Senior Creditors) has confirmed in writing to Smurfit Kappa Funding and the Company that the relevant Event of Default has been cured or waived by the Majority Senior Creditors in writing or has ceased to exist; or (III) the Senior Agent (acting on the instructions of the Majority Senior Creditors) by notice in writing to the Smurfit Kappa Funding and the Company cancels the Block Notice; or (IV) the Senior Discharge Date occurs. Unless otherwise agreed by the Bond Trustee: (a) no more than one Block Notice may be served with respect to the same particular event or circumstances whether in relation to the same Event of Default or not, but without prejudice to the ability of the Senior Agent to issue a Block Notice in respect of any other particular event or set of circumstances; (b) a Block Notice may not be issued less than 360 days after the service of a prior Block Notice and then only to the extent that all scheduled payments with respect to the Smurfit Kappa Funding Loan that have come due have been paid in full in accordance with the terms of the relevant Smurfit Kappa Funding Loan Agreement; (c) no Event of Default that existed at the date a Block Notice was given may be the basis of a subsequent Block Notice, unless such Event of Default has been cured or complied with for at least 180 consecutive days since the date of issue of the prior Block Notice (it being acknowledged that any subsequent action or breach of any financial covenant for a period ending after the date of delivery of such initial Block Notice that would give rise to an Event of Default under any provision under which an Event of Default previously existed or was continuing shall constitute a new Event of Default for this purpose).

Intercompany Debt Payments. Subject to Clause 8 (Turnover), any Obligor shall be entitled to pay in cash or by payment in kind any Intercompany Debt owed by it to another Obligor (including interest under any Smurfit Kappa the JSG Funding Loan Agreement by capitalising an amount of interest or issuing further debt instruments under and in the manner and at the times provided for in any Smurfit Kappa the JSG Funding Loan Agreement) provided that: (a) (unless the Senior Agent acting on the instructions of the Majority Senior Creditors otherwise consents in writing) no payment of Intercompany Debt (other than under any Smurfit Kappa the JSG Funding Loan Agreement or any other Intercompany Debt owed to Smurfit Kappa JSG Funding or the Parent) may be made if the Senior Agent has given any notice or taken any action under Clauses 24.17 (Acceleration) or 24.18 (Acceleration for Certain Funds Credits) of the Senior Facility Agreement (or any equivalent provision in any amendment or refinancing of the Senior Facility Agreement); and (b) no payment of principal, interest, fees or other amounts constituting Intercompany Debt owed to Smurfit Kappa JSG Funding or the Parent (including under any Smurfit Kappa the JSG Funding Loan Agreement) shall be made, except for the payment of (A) interest (whether in cash or kind); (B) amounts equal to any additional amounts payable under applicable gross-up provisions of the Cash Pay Securities; (C) amounts equal to default interest or liquidated damages payments under the Cash Pay Securities; (D) an amount equal to the amount of payments due under any registration right agreement relating to the Cash Pay Securities; (E) an amount equal to the amount of the US registration costs and legal fees incurred in connection with the issue of the Cash Pay Securities; or (F) an amount equal to any other payments, payments but not exceeding €500,000 in any twelve month period, in each case referred to in (A), (B), (C), (D) or (E) above under and to the extent provided for in any Smurfit Kappa the JSG Funding Loan Agreement to the extent necessary to enable Smurfit Kappa JSG Funding to make Securities Permitted Payments; and (G) any amount to the extent necessary to enable Smurfit Kappa Funding to make Securities Repayments; (H) any amount to the extent necessary in connection with the application of the IPO Proceeds of the Approved IPO in accordance with Clause 11.3(c) (IPO) of the Senior Facility Agreement; and (I) repayment of principal on the Payment Date under (and as defined in) any Smurfit Kappa the JSG Funding Loan Agreement provided that, except with the prior consent in writing of the Senior Agent (acting on the instructions of the Majority Senior Creditors), the Company may not on any date make any such payments under (A), (B), (C), (D) to or (IE) inclusive above or any such repayment of principal under (G) above if: (i) any of the Senior Debt (or in the case of non-payment of any amounts not constituting principal, interest or fees, Senior Debt in excess of €50,000 (when aggregated with all other amounts unpaid)) due on or prior to such date is unpaid on such date; or (ii) following the occurrence of an Event of Default (other than of the type specified in paragraph (i) above), the Senior Agent (acting on the instructions of the Majority Senior Creditors) serves a written notice (a “Block Notice”) on Smurfit Kappa JSG Funding and the Company specifying such Event of Default, until the earliest date on which: (A) paragraph (i) does not apply; and (B) one of the following applies; (I) 179 days have elapsed since the service of such Block Notice, or if earlier, where a Standstill Period (as defined in Clause 10 (Enforcement)) is in effect at any time during that 179 day period, the date on which that Standstill Period expires; or (II) the Senior Agent (acting on the instructions of the Majority Senior Creditors) has confirmed in writing to Smurfit Kappa JSG Funding and the Company that the relevant Event of Default has been cured or waived by the Majority Senior Creditors in writing or has ceased to exist; or (III) the Senior Agent (acting on the instructions of the Majority Senior Creditors) by notice in writing to the Smurfit Kappa JSG Funding and the Company cancels the Block Notice; or (IV) the Senior Discharge Date occurs. Unless otherwise agreed by the Bond Trustee: (a) no more than one Block Notice may be served with respect to the same particular event or circumstances whether in relation to the same Event of Default or not, but without prejudice to the ability of the Senior Agent to issue a Block Notice in respect of any other particular event or set of circumstances; (b) a Block Notice may not be issued less than 360 days after the service of a prior Block Notice and then only to the extent that all scheduled payments with respect to the Smurfit Kappa JSG Funding Loan that have come due have been paid in full in accordance with the terms of the relevant Smurfit Kappa JSG Funding Loan Agreement; (c) no Event of Default that existed at the date a Block Notice was given may be the basis of a subsequent Block Notice, unless such Event of Default has been cured or complied with for at least 180 consecutive days since the date of issue of the prior Block Notice (it being acknowledged that any subsequent action or breach of any financial covenant for a period ending after the date of delivery of such initial Block Notice that would give rise to an Event of Default under any provision under which an Event of Default previously existed or was continuing shall constitute a new Event of Default for this purpose).

Intercompany Debt Payments. Subject to Clause 8 (Turnover), any Obligor shall be entitled to pay in cash or by payment in kind any Intercompany Debt owed by it to another Obligor or to eircom Funding (including interest under any Smurfit Kappa Funding Loan Agreement by capitalising an amount of interest or issuing further debt instruments under and in the manner and at the times provided for in any Smurfit Kappa Funding Loan Agreementinstruments) provided thatPROVIDED THAT: (a) (unless the Senior Agent (acting on the instructions of the Majority Senior Creditors an Instructing Bank Group) otherwise consents in writing) no payment of Intercompany Debt (other than than, subject to the other terms of this Agreement, under any Smurfit Kappa the eircom Funding Loan Agreement or any other Intercompany Debt owed to Smurfit Kappa eircom Funding or by the ParentCompany) may be made if the Senior Agent has given any notice or taken any action under Clauses 24.17 clauses 23.17 (Acceleration) or 24.18 (Acceleration for Certain Funds Credits) of the Senior Facility Agreement (or any equivalent provision in any amendment or refinancing of the Senior Facility Agreement); and (b) no payment on or in respect of the eircom Funding Guarantee may be made, nor may any amount fall due for payment under the eircom Funding Guarantee, until after the Senior Discharge Date; and (c) no payment of principal, interest, fees or other amounts constituting Intercompany Debt owed to Smurfit Kappa eircom Funding or the Parent (including under any Smurfit Kappa Funding Loan Agreement) shall be madepermitted by this Clause 7.2, except for the payment of (Ai) cash interest (whether including any interest gross up provided for in cash or kindthe eircom Funding Loan Agreement); (Bii) amounts equal to any additional amounts payable under applicable gross-up provisions of the Cash Pay Senior Subordinated Securities; (Ciii) amounts equal to default interest or liquidated damages payments under the Cash Pay Senior Subordinated Securities; (Div) an amount equal to the amount of payments due under any registration right agreement relating to the Cash Pay Securities; (E) an amount equal to the amount of the US registration all reasonable costs and expenses (including without limitation all accountant’s and legal fees fees) incurred in connection with all reporting, audit, regulatory, legal compliance and related requirements in connection with the issue of the Cash Pay Senior Subordinated Securities; or (Fv) an amount equal to any other payments, but not exceeding €500,000 the Ongoing Fee (as defined in any twelve month period, the eircom Funding Loan Agreement); in each case referred to in (Ai), (Bii), (Ciii), (Div) or (Ev) above above, under and to the extent provided for in any Smurfit Kappa the eircom Funding Loan Agreement but only to the extent necessary to enable Smurfit Kappa eircom Funding to make Senior Subordinated Securities Permitted Payments; Payments or (Gin the case of the Ongoing Fee (as defined in the eircom Funding Loan Agreement)) any amount to the extent necessary to enable Smurfit Kappa eircom Funding to make Securities Repayments; (H) any amount pay the amounts referred to in the extent necessary definition of Ongoing Fee in connection with the application of the IPO Proceeds of the Approved IPO in accordance with Clause 11.3(c) (IPO) of the Senior Facility eircom Funding Loan Agreement; and (I) repayment of principal on the Payment Date under (and as defined in) any Smurfit Kappa Funding Loan Agreement provided thatPROVIDED THAT, except with the prior consent in writing of the Senior Agent (acting on the instructions of the Majority Senior Creditorsan Instructing Bank Group), the Company may not on any date make any such payments under (Ai), (ii), (iii), (iv) to or (Iv) inclusive above if: (iA) any of the Senior Debt (or in the case of non-payment of any amounts not constituting principal, interest or fees, Senior Debt in excess of €50,000 (when aggregated with all other amounts unpaid)) due on or prior to such date is are unpaid on such date; or (iiB) following the occurrence of an Event of Default (other than of the type specified in paragraph (iA) above), the Senior Agent (acting on the instructions of the Majority Senior CreditorsInstructing Bank Group) serves a written notice (a “Block Notice”) on Smurfit Kappa eircom Funding and the Company specifying such Event of Default, until the earliest date on which: I. paragraph (A) paragraph (i) does not apply; and (B) II. one of the following applies; (Ia) 179 days have elapsed since the service of such Block Notice, or if earlier, where a Standstill Period (as defined in Clause 10 (Enforcement)) is in effect at any time during that 179 day period, the date on which that Standstill Period expires; or (IIb) the Senior Agent (acting on the instructions of the Majority Senior Creditorsan Instructing Bank Group) has confirmed in writing to Smurfit Kappa eircom Funding and the Company that the relevant Event of Default has been cured or waived by the Majority Senior Creditors Instructing Bank Group in writing or has ceased to exist; or (IIIc) the Senior Agent (acting on the instructions of the Majority Senior CreditorsInstructing Bank Group) by notice in writing to the Smurfit Kappa eircom Funding and the Company cancels the Block Notice; or (IVd) the Senior Discharge Date occurs. Unless otherwise agreed by the Bond Trusteeeircom Funding: (a) no more than one Block Notice may be served with respect to the same particular event or circumstances whether in relation to the same Event of Default or not, but without prejudice to the ability of the Senior Agent to issue a Block Notice in respect of any other particular event or set of circumstances; (b) a Block Notice may not be issued less than 360 days after the service of a prior Block Notice and then only to the extent that all scheduled payments with respect to the Smurfit Kappa Funding Loan that have come due have been paid in full in accordance with the terms of the relevant Smurfit Kappa Funding Loan Agreement; (c) no Event of Default that existed at the date a Block Notice was given may be the basis of a subsequent Block Notice, unless such Event of Default has been cured or complied with for at least 180 consecutive days since the date of issue of the prior Block Notice (it being acknowledged that any subsequent action or breach of any financial covenant for a period ending after the date of delivery of such initial Block Notice that would give rise to an Event of Default under any provision under which an Event of Default previously existed or was continuing shall constitute a new Event of Default for this purpose).

Intercompany Debt Payments. Subject to Clause 8 (Turnover), any Obligor shall be entitled to pay in cash or by payment in kind any Intercompany Debt owed by it to another Obligor (including interest under any Smurfit Kappa Funding the Newco 1 Loan Agreement by capitalising an amount of interest or issuing further debt instruments under and in the manner and at the times provided for in any Smurfit Kappa Funding the Newco 1 Loan Agreement) provided thatPROVIDED THAT: (ai) (unless the Senior Agent (acting on the instructions of the Majority Senior Creditors an Instructing Group) otherwise consents in writing) no payment of Intercompany Debt (other than under any Smurfit Kappa Funding the Newco 1 Loan Agreement or any other Intercompany Debt owed to Smurfit Kappa Funding Newco 1 or the Parent) may be made if the Senior Agent has given any notice or taken any action under Clauses 24.17 24.19 (Acceleration) or 24.18 24.20 (Acceleration for Certain Funds Acquisition Credits) of the Senior Facility Agreement (or any equivalent provision in any amendment or refinancing of the Senior Facility Agreement); and (bii) no payment of principal, interest, fees or other amounts constituting Intercompany Debt owed to Smurfit Kappa Funding Newco 1 or the Parent (including under any Smurfit Kappa Funding the Newco 1 Loan Agreement) shall be made, except for the payment of (A) interest (whether in cash or kind); (B) amounts equal to any additional amounts payable under applicable gross-up provisions of the Cash Pay SecuritiesSecurities or the Bridge Facilities; (C) amounts equal to default interest or liquidated damages payments under the Cash Pay SecuritiesSecurities or Bridge Facilities; (D) an amount equal to the amount of payments due under any registration right agreement relating to the Cash Pay Securities; (E) an amount equal to the amount of the US registration costs and legal fees incurred in connection with the drawing of the Bridge Facilities and the issue of the Cash Pay Securities and an amount equal to the amount of payments due under any registration right agreement relating to the Bridge Facilities or the Securities; or (FE) an amount equal to any other payments, payments but not exceeding €EURO 500,000 in any twelve month period, in each case referred to in (A), (B), (C), (D) or (E) above under and to the extent provided for in any Smurfit Kappa Funding the Newco 1 Loan Agreement to the extent necessary to enable Smurfit Kappa Funding Newco 1 to make Securities Permitted Payments; (G) any amount to the extent necessary to enable Smurfit Kappa Funding to make Securities Repayments; (H) any amount to the extent necessary in connection with the application of the IPO Proceeds of the Approved IPO in accordance with Clause 11.3(c) (IPO) of the Senior Facility Agreement; and (IF) repayment of principal on the Payment Date under (and as defined in) any Smurfit Kappa Funding the Newco 1 Loan Agreement provided thatPROVIDED THAT, except with the prior consent in writing of the Senior Agent (acting on the instructions of the Majority Senior Creditorsan Instructing Group), the Company may not on any date make any such payments under (A), (B), (C), (D) to or (IE) inclusive above or any such repayment of principal under (F) above if: (iA) any of the Senior Debt (or in the case of non-payment of any amounts not constituting principal, interest or fees, Senior Debt in excess of €EURO 50,000 (when aggregated with all other amounts unpaid)) due on or prior to such date is are unpaid on such date; or (iiB) following the occurrence of an Event of Default (other than of the type specified in paragraph (iA) above), the Senior Agent (acting on the instructions of the Majority Senior CreditorsInstructing Group) serves a written notice (a “Block Notice”BLOCK NOTICE) on Smurfit Kappa Funding Newco 1 and the Company specifying such Event of Default, until the earliest date on which: (AI) paragraph (iA) does not apply; and (BII) one of the following applies; (I) 179 days have elapsed since the service of such Block Notice, or if earlier, where a Standstill Period (as defined in Clause 10 (Enforcement)) is in effect at any time during that 179 day period, the date on which that Standstill Period expires; or (II) the Senior Agent (acting on the instructions of the Majority Senior Creditors) has confirmed in writing to Smurfit Kappa Funding and the Company that the relevant Event of Default has been cured or waived by the Majority Senior Creditors in writing or has ceased to exist; or (III) the Senior Agent (acting on the instructions of the Majority Senior Creditors) by notice in writing to the Smurfit Kappa Funding and the Company cancels the Block Notice; or (IV) the Senior Discharge Date occurs. Unless otherwise agreed by the Bond Trustee: (a) no more than one Block Notice may be served with respect to the same particular event or circumstances whether in relation to the same Event of Default or not, but without prejudice to the ability of the Senior Agent to issue a Block Notice in respect of any other particular event or set of circumstances; (b) a Block Notice may not be issued less than 360 days after the service of a prior Block Notice and then only to the extent that all scheduled payments with respect to the Smurfit Kappa Funding Loan that have come due have been paid in full in accordance with the terms of the relevant Smurfit Kappa Funding Loan Agreement; (c) no Event of Default that existed at the date a Block Notice was given may be the basis of a subsequent Block Notice, unless such Event of Default has been cured or complied with for at least 180 consecutive days since the date of issue of the prior Block Notice (it being acknowledged that any subsequent action or breach of any financial covenant for a period ending after the date of delivery of such initial Block Notice that would give rise to an Event of Default under any provision under which an Event of Default previously existed or was continuing shall constitute a new Event of Default for this purpose).