Common use of Limitation on Intercompany Indebtedness Clause in Contracts

Limitation on Intercompany Indebtedness. (i) The Company shall, and shall cause its Subsidiaries, to cause all existing and future Intercompany Indebtedness (other than Ordinary Course Intercompany Indebtedness) to be subordinated to the Notes pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement, the terms of which, among other things, will provide that (i) no cash payments will be permitted to be made in respect of such Intercompany Indebtedness while any of the Notes remain outstanding and (ii) all such Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment. (ii) All existing and future Ordinary Course Intercompany Indebtedness will be incurred or deemed incurred pursuant to, and in accordance with the terms of, the Intercompany Subordination and Credit Agreement, the terms of which, among other things, will provide that (i) the Company and/or its Subsidiaries will be permitted to incur additional Ordinary Course Intercompany Indebtedness and make and collect payments in respect of such Ordinary Course Intercompany Indebtedness so long as such Ordinary Course Intercompany Indebtedness is incurred, and such payments are made or collected, in the ordinary course of business consistent with past practice and (ii) all such Ordinary Course Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment (subject to the preceding clause (i)). (iii) During the pendency of any proceeding filed by or against the Company or any of its Subsidiaries seeking relief as debtor, or seeking to adjudicate the Company or any of its Subsidiaries as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or any of its Subsidiaries or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or síndico or any other similar official for the Company or any of its Subsidiaries or for any substantial part of their property, the Company shall, and shall cause each of its Subsidiaries to, vote any claims that the Company or any Subsidiary of the Company might have based on Intercompany Indebtedness in the same manner as the majority of the unaffiliated third-party creditors of the Company and its Subsidiaries pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement. (iv) Neither the Company nor any of its Subsidiaries will (i) enter into or maintain any Intercompany Indebtedness other than Intercompany Indebtedness under the Intercompany Subordination and Credit Agreement in accordance with the terms of this Section 4.23, or (ii) amend or waive any part of the documentation with respect to Intercompany Indebtedness in any way that would result in (x) a violation of this Indenture or the Collateral Documents or (y) a change of any kind in the provisions of such documentation relating to the subordination of the Intercompany Indebtedness. (v) Upon the occurrence and during the continuation of an Event of Default, the Company shall not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and shall not take any action that could cause or result in such payment being made.

Limitation on Intercompany Indebtedness. (i) The Company shall, and shall cause its Subsidiaries, to cause all existing and future Intercompany Indebtedness (other than Ordinary Course Intercompany Indebtedness) to be subordinated to the Notes pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement, the terms of which, among other things, will provide that (i) no cash payments will be permitted to be made in respect of such Intercompany Indebtedness while any of the Notes remain outstanding and (ii) all such Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment. (ii) All existing and future Ordinary Course Intercompany Indebtedness will be incurred or deemed incurred pursuant to, and in accordance with the terms of, the Intercompany Subordination and Credit Agreement, the terms of which, among other things, will provide that (i) the Company and/or its Subsidiaries will be permitted to incur additional Ordinary Course Intercompany Indebtedness and make and collect payments in respect of such Ordinary Course Intercompany Indebtedness so long as such Ordinary Course Intercompany Indebtedness is incurred, and such payments are made or collected, in the ordinary course of business consistent with past practice and (ii) all such Ordinary Course Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment (subject to the preceding clause (i)). (iii) During the pendency of any proceeding filed by or against the Company or any of its Subsidiaries seeking relief as debtor, or seeking to adjudicate the Company or any of its Subsidiaries as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or any of its Subsidiaries or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or síndico or any other similar official for the Company or any of its Subsidiaries or for any substantial part of their property, the Company shall, and shall cause each of its Subsidiaries to, vote any claims that the Company or any Subsidiary of the Company might have based on Intercompany Indebtedness in the same manner as the majority of the unaffiliated third-third- party creditors of the Company and its Subsidiaries pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement. (iv) Neither the Company nor any of its Subsidiaries will (i) enter into or maintain any Intercompany Indebtedness other than Intercompany Indebtedness under the Intercompany Subordination and Credit Agreement in accordance with the terms of this Section 4.23, or (ii) amend or waive any part of the documentation with respect to Intercompany Indebtedness in any way that would result in (x) a violation of this Indenture or the Collateral Documents or (y) a change of any kind in the provisions of such documentation relating to the subordination of the Intercompany Indebtedness. (v) Upon the occurrence and during the continuation of an Event of Default, the Company shall not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and shall not take any action that could cause or result in such payment being made.

Limitation on Intercompany Indebtedness. (i) The Company shall, and shall cause its Subsidiaries, to cause all existing and future Intercompany Indebtedness (other than Ordinary Course Intercompany Indebtedness) to be subordinated to the Notes pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement, the terms of which, among other things, will provide that (i) no cash payments will be permitted to be made in respect of such Intercompany Indebtedness while any of the Notes remain outstanding and (ii) all such Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment. (ii) All existing and future Ordinary Course Intercompany Indebtedness will be incurred or deemed incurred pursuant to, and in accordance with the terms of, the Intercompany Subordination and Credit Agreement, the terms of which, among other things, will provide that that (i) the Company and/or its Subsidiaries will be permitted to incur additional Ordinary Course Intercompany Indebtedness and make and collect payments in respect of such Ordinary Course Intercompany Indebtedness so long as such Ordinary Course Intercompany Indebtedness is incurred, and such payments are made or collected, in the ordinary course of business consistent with past practice and (ii) all such Ordinary Course Intercompany Indebtedness will be subordinated to the Notes in liquidation and in right of payment (subject to the preceding clause (i)). (iii) During the pendency of any proceeding filed by or against the Company or any of its Subsidiaries seeking relief as debtor, or seeking to adjudicate the Company or any of its Subsidiaries as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of the Company or any of its Subsidiaries or its debts under any law relating to bankruptcy, insolvency, reorganization, concurso mercantil, quiebra, or relief of debtors, or seeking appointment of a receiver, trustee, assignee, custodian, liquidator or visitador, conciliador or síndico or any other similar official for the Company or any of its Subsidiaries or for any substantial part of their property, the Company shall, and shall cause each of its Subsidiaries to, vote any claims that the Company or any Subsidiary of the Company might have based on Intercompany Indebtedness in the same manner as the majority of the unaffiliated third-third- party creditors of the Company and its Subsidiaries pursuant to the terms of the Intercompany Subordination and Credit Agreement and the Intercompany Trust Agreement. (iv) Neither the Company nor any of its Subsidiaries will (i) enter into or maintain any Intercompany Indebtedness other than Intercompany Indebtedness under the Intercompany Subordination and Credit Agreement in accordance with the terms of this Section 4.23, or (ii) amend or waive any part of the documentation with respect to Intercompany Indebtedness in any way that would result in (x) a violation of this Indenture or the Collateral Documents or (y) a change of any kind in the provisions of such documentation relating to the subordination of the Intercompany Indebtedness. (v) Upon the occurrence and during the continuation of an Event of Default, the Company shall not make any payment to any Subsidiary pursuant to the terms of any Intercompany Indebtedness and shall not take any action that could cause or result in such payment being made.