Common use of Limitations on Incurrence of Additional Indebtedness Clause in Contracts

Limitations on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness; provided that the Company and its Subsidiaries shall be permitted to incur, assume, or suffer to exist, without duplication: (a) Indebtedness under the Loan Documents; (b) Existing Indebtedness listed on Schedule 5.20(a) (Existing Indebtedness); (c) Permitted Refinancing Indebtedness (provided that, if applicable, the Company makes any mandatory prepayment required by Section 2.05(d) (Mandatory Prepayments)); (d) Venezuelan Non-Recourse Indebtedness; (e) Venezuelan Recourse Indebtedness in respect of Indebtedness owed to Persons other than the Company or its Affiliates in an amount not to exceed US$40,000,000 (or the US Dollar Equivalent thereof) outstanding at any one time to the extent such Venezuelan Recourse Indebtedness is Working Capital Indebtedness, the proceeds of which are used solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”); (f) the Agreement Value of Hedging Agreements executed in accordance with Section 7.18 (Limitations on Hedging); (g) As long as no Default or Event of Default has occurred and is continuing or would occur after giving effect to such Indebtedness under this clause (g), additional Indebtedness not otherwise permitted by this Section 7.16 in an aggregate amount for the Company and its Subsidiaries at any time outstanding not to exceed an amount equal to (x) US$250,000,000 (or the US Dollar Equivalent thereof) less (y) the aggregate principal amount of all Reporto Contracts outstanding at such time (such Indebtedness, “Permitted New Indebtedness”), to the extent such Permitted New Indebtedness: (i) is either unsecured or secured in accordance with Section 7.01 (Negative Pledge); and (ii) consists of either: (x) Working Capital Indebtedness (excluding Venezuelan Recourse Indebtedness) (such Working Capital Indebtedness, “Permitted New Working Capital Indebtedness”) or (y) no more than US$50,000,000 (or the US Dollar Equivalent thereof) of Capital Lease Obligations and/or Sale Lease-Back Transactions related to the Company’s Core Business (collectively, “Permitted New Capital Obligations”); (h) any of the following Guaranty Obligations in respect of Indebtedness owed to Persons other than the Company or its Affiliates (provided that solely for the purposes of this Section 7.16(h), Grupo Financiero Banorte S.A.B. de. C.V. and its Subsidiaries shall not be considered Affiliates of the Company): (i) Guaranty Obligations of a Subsidiary in respect of obligations of its direct or indirect Subsidiaries that are related to the Core Business provided that, notwithstanding the foregoing, any Subsidiary that is not part of the Venezuelan Division may not incur Guaranty Obligations in respect of obligations of any Subsidiary that is part of the Venezuelan Division; (ii) the Permitted Bancomext Guaranty; (iii) the Guaranty Obligation incurred by the Company in respect of operating leases of Subsidiaries that are not part of the Gruma Corp. Division, the Latin American Divisions or the Venezuelan Division; provided that such Guaranty Obligation shall not exceed US$25,000,000 (or the US Dollar Equivalent thereof); (iv) Guaranty Obligations of the Company in respect of Indebtedness not to exceed US$60,000,000 (or the US Dollar Equivalent thereof) outstanding principal amount in the aggregate at any time, consisting of: (A) Working Capital Indebtedness (other than Venezuelan Recourse Indebtedness, and including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty) or IT Operating Leases of Subsidiaries that are part of the Gimsa Division, in each case to the extent permitted under this clause (iv), which Working Capital Indebtedness and IT Operating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (B) Working Capital Indebtedness of Subsidiaries that are part of the Central America Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (C) Working Capital Indebtedness of Subsidiaries that are part of the Molinera Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (i) Other Restructured Indebtedness; and (j) Intercompany Indebtedness (i) evidenced by and issued pursuant to the Intercompany Revolving Facilities in accordance with Section 6.11 (Intercompany Indebtedness), (ii) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement (other than, in each case, Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) and (iii) where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement; provided that, in addition to the foregoing restrictions, the Company and its Subsidiaries will not, and will not cause, or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness otherwise permitted by this Section 7.16 (except Permitted Refinancing Indebtedness that is actually applied within five (5) Business Days to prepay Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness being Refinanced) and any other Indebtedness required to be prepaid pursuant to Section 2.05 (Mandatory Prepayments) (and any breakage costs in connection therewith)) if the creation, incurrence, assumption or existence of such Indebtedness would cause the Leverage Ratio to exceed the limits set in Section 7.10 (Leverage Ratio) or the Interest Coverage Ratio to be less than the minimum set forth in Section 7.09 (Interest Coverage Ratio) on a pro forma basis.

Limitations on Incurrence of Additional Indebtedness. The Company will not(a) Neither the Guarantors nor the Issuer will, and they will not cause or permit any of its the Subsidiaries to, directly or indirectly, createincur any Indebtedness (including Acquired Indebtedness) or issue any Disqualified Capital Stock, incur, assume and the Guarantors and the Issuer will not cause or suffer permit any of the Subsidiaries to exist issue any Indebtedness; provided that the Company and its Subsidiaries shall be permitted to incur, assume, or suffer to exist, without duplication: (a) Indebtedness under the Loan Documents;Preferred Stock. (b) Existing Notwithstanding clause (a) above, the Issuer and the Subsidiaries, as applicable, may, at any time, incur the following Indebtedness listed on Schedule 5.20(a(“Permitted Indebtedness”): (i) Indebtedness in respect of the Notes (Existing Indebtednessexcluding any Additional Notes) and Note Guarantees (excluding any guarantees in respect of Additional Notes); (cii) Indebtedness existing on the Issue Date and consistent with the Plan of Reorganization, including, for the avoidance of doubt, financings related to any Existing Receivables Facility; (iii) Indebtedness in respect of one or more working capital facilities in an aggregate principal amount not to exceed, together with (a) the Permitted Refinancing Indebtedness thereof (provided thatother than any Additional Refinancing Amount in connection therewith) and (b) amounts outstanding pursuant to clause (x) of the Permitted Receivables Recourse Amount and the Permitted Refinancing Indebtedness thereof (in the case of such Permitted Refinancing Indebtedness, if applicableother than any Additional Refinancing Amount in connection therewith), the Company makes any mandatory prepayment required by Section 2.05(dgreater of (i) US$125,000,000 and (Mandatory Prepayments)ii) 11.25% of TTM EBITDAR); (div) Venezuelan Non-Recourse IndebtednessPermitted Receivables Financings; (ev) Venezuelan Recourse Indebtedness in respect of Indebtedness owed to Persons other than the Company or its Affiliates in an amount not to exceed US$40,000,000 (or the US Dollar Equivalent thereof) outstanding at any one time to the extent such Venezuelan Recourse Indebtedness is Working Capital Indebtedness, the proceeds of which are used solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”); (f) the Agreement Value of Hedging Agreements executed in accordance with Section 7.18 (Limitations on Hedging); (g) As long as if no Default or Event of Default has occurred and is continuing or would occur result from the incurrence thereof (or, in the case of Indebtedness incurred in connection with any acquisition of any assets, business or Person permitted by Section 4.18, no Event of Default under Section 6.01(a), (b), (g) or (h) has occurred and is continuing), Indebtedness of the Issuer and the Subsidiaries in an aggregate principal amount not to exceed, together with the Permitted Refinancing Indebtedness thereof (other than any Additional Refinancing Amount in connection therewith), (x) the greater of (i) US$100,000,000 and (ii) 7.5% of TTM EBITDAR minus (y) US$150,000,000 (such amounts described in this clause (v), collectively, which shall be deemed zero if as so determined would be less than zero, the “Fixed Amount”); (vi) if no Event of Default has occurred and is continuing or would result from the incurrence thereof (or, in the case of Indebtedness incurred in connection with any acquisition of any assets, business or Person permitted by Section 4.18, no Event of Default under Section 6.01(a), (b), (g) or (h) has occurred and is continuing), Indebtedness in an aggregate principal amount to the extent (x) with respect to Indebtedness secured by the Collateral on a pari passu lien basis with the Notes, the First Lien Leverage Ratio is equal to or less than 2.25 to 1.00; (y) with respect to Indebtedness secured by the Collateral on a junior lien basis to the Notes, the Senior Secured Leverage Ratio (as defined below) is equal to or less than 3.25 to 1.00; and (z) with respect to unsecured Indebtedness, the Total Leverage Ratio is equal to or less than 4.25 to 1.00, in each case, on a pro forma basis after giving effect to the incurrence of any such Indebtedness and the application of proceeds thereof (the “Ratio Amount”); (vii) if no Event of Default has occurred and is continuing or would result from the incurrence thereof (or, in the case of Indebtedness incurred in connection with any acquisition of any assets, business or Person permitted by Section 4.18, no Event of Default under this clause Section 6.01(a), (b), (g) or (h) has occurred and is continuing), additional Indebtedness not otherwise permitted by this Section 7.16 in an aggregate principal amount for the Company and its Subsidiaries at any time outstanding not to exceed exceed, together with the Permitted Refinancing Indebtedness thereof (other than any Additional Refinancing Amount in connection therewith), the aggregate principal amount of all optional redemption or repurchases by the Issuer or any Subsidiary (in an amount equal to cash actually paid in connection with any such repurchase) of Notes, and to the extent such prepayment, repurchase and/or redemption is not made with the proceeds of any long-term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility) (the “Prepay Amount”); (viii) Hedging Obligations entered into by the Issuer and the Subsidiaries for bona fide hedging purposes and not for speculative purposes; (ix) intercompany Indebtedness between the Guarantors and the Issuer, between the Guarantors and any Non-Guarantor Subsidiaries, between the Issuer and any non-Guarantor Subsidiaries or between any Non-Guarantor Subsidiaries so long as any such intercompany Indebtedness owed by any Non-Guarantor Subsidiary to the Issuer or any Guarantor, shall be permitted under Section 4.18; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Subsidiary, such Indebtedness will be deemed to be incurred by the Issuer or the relevant Subsidiary, as the case may be, and not permitted by this clause (ix) at the time such event occurs; (x) US$250,000,000 Indebtedness of the Issuer or any of the Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was incurred) drawn against insufficient funds in the ordinary course of business; (xi) [Reserved]; (xii) Indebtedness consisting of letters of credit, banker’s acceptances, bank guarantees, warehouse receipt, performance bonds, appeal bonds, surety bonds, customs bonds and other similar bonds and reimbursement obligations incurred by the Issuer or any Subsidiary in the ordinary course of business including in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (xiii) Indebtedness of the Issuer or any of the Subsidiaries to the extent the net proceeds thereof are used to promptly redeem the Notes in full or deposited to defease or discharge the Notes, in each case in accordance with the Indenture; (xiv) Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 4.08(b)(i), Section 4.08(b)(ii), Section 4.08(b)(vi), Section 4.08(b)(xiv) and Section 4.08(b)(xvii) (excluding Indebtedness owed to the Issuer or a Subsidiary of the Issuer); (xv) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Subsidiary of a Guarantor or the Issuer that was permitted to be incurred by another provision of this covenant; (xvi) Indebtedness constituting Purchase Money Indebtedness or Capitalized Lease Obligations; (xvii) Acquired Indebtedness, provided that after giving effect to the deemed incurrence thereof, neither the Issuer nor any of the Subsidiaries shall be required to guarantee any obligations in connection with such Acquired Indebtedness (except for guarantees already in place for the benefit of such Acquired Indebtedness) and the Capital Stock of the Subsidiary that has deemed to incur such Acquired Indebtedness (or the US Dollar Equivalent thereofultimate parent entity of such Subsidiary) less (yto the extent not already Collateral) shall have become subject to a Lien in favor of the Collateral Agent; (xviii) Indebtedness incurred by Non-Guarantor Subsidiaries in the aggregate principal amount not to exceed the greater of (i) US$50,000,000 and (ii) 5% of TTM EBITDAR; (xix) Indebtedness incurred in respect of a joint venture to the extent permitted by Section 4.18 in an aggregate principal amount not to exceed the greater of (i) US$50,000,000 and (ii) 5% of TTM EBITDAR; (xx) Indebtedness not otherwise described hereunder in an aggregate principal amount not to exceed the greater of (i) US$50,000,000 and (ii) 7.5% of TTM EBITDAR; (xxi) Indebtedness of any of the Issuer and the Subsidiaries to Credit Card Processors in connection with credit card processing services incurred in the ordinary course of business of the Issuer and the Subsidiaries; (xxii) Obligations of the Issuer or any Subsidiary consisting of take or pay obligations contained in supply arrangements entered into in the ordinary course of business and to the extent constituting Indebtedness; and (xxiii) Unsecured guarantees incurred in the ordinary course of business in respect of the performance of contractual, franchise, or license obligations of the Issuer or any Subsidiary (in each case, other than an obligation for borrowed money); (xxiv) Acquired Indebtedness of PLM assumed in connection with the PLM Stock Participation Transaction; and (xxv) If the PLM Stock Participation Transaction has not been consummated on or within six months after the Issue Date, and solely for purposes of financing the PLM Stock Participation Transaction thereafter, Indebtedness in an aggregate principal amount not to exceed (i) US$375,000,000 minus (ii) the aggregate principal amount of all Reporto Contracts the Notes issued on the Issue Date consisting of the Dedicated PLM Amount that have not been repurchased by the Issuer pursuant to the PLM Mandatory Offer, minus the portion (not to exceed $187,500,000) of the Committed Equity Amount (as defined in the Plan of Reorganization) received by the Issuer; provided that the final maturity date of any such Indebtedness shall be no earlier than the latest final maturity date of the then outstanding Notes and the weighted average life to maturity of such Indebtedness shall be not shorter than the then longest remaining weighted average life to maturity of the then outstanding Notes. (c) (A) at the Issuer’s option, the Issuer shall be deemed to have used capacity under the Ratio Amount (to the extent compliant therewith) before capacity under the Fixed Amount and Prepay Amount, and capacity under the Prepay Amount shall be deemed to be used before capacity under the Fixed Amount, (B) Permitted Ratio Debt may be incurred pursuant to Section 4.08(b)(v), Section 4.08(b)(vi) and Section 4.08(b)(vii), and proceeds from any such incurrence pursuant to Section 4.08(b)(v), Section 4.08(b)(vi) and Section 4.08(b)(vii), may be utilized in a single transaction or series of related transactions by, at the Issuer’s option, first calculating the incurrence under the Ratio Amount (without inclusion of any amounts to be utilized under the Fixed Amount or the Prepay Amount) and then calculating the incurrence under the Prepay Amount (without inclusion of any amounts to be utilized under the Fixed Amount), as applicable and (C) in the event that any Permitted Ratio Debt (or a portion thereof) incurred under the Fixed Amount or the Prepay Amount subsequently meets the criteria of indebtedness incurred under the Ratio Amount, the Issuer, in its sole discretion, at such time (may divide and classify any such IndebtednessIndebtedness as Indebtedness incurred under the Ratio Amount, “Permitted New Indebtedness”)and the Fixed Amount or Prepay Amount, as the case may be, shall be deemed to be increased by the extent such Permitted New Indebtedness: (i) is either unsecured or secured in accordance with Section 7.01 (Negative Pledge)amount so reclassified; and (ii) consists of either: (x) Working Capital Indebtedness (excluding Venezuelan Recourse Indebtedness) (such Working Capital Indebtedness, “Permitted New Working Capital Indebtedness”) or (y) no more than US$50,000,000 (or the US Dollar Equivalent thereof) of Capital Lease Obligations and/or Sale Lease-Back Transactions related to the Company’s Core Business (collectively, “Permitted New Capital Obligations”); (h) any of the following Guaranty Obligations in respect of Indebtedness owed to Persons other than the Company or its Affiliates (provided that solely for the purposes purpose of calculating the First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio to determine the availability of the Ratio Amount at the time of incurrence, any cash proceeds from any Permitted Ratio Debt being incurred at such test date in calculating such First Lien Leverage Ratio, Senior Secured Leverage Ratio or Total Leverage Ratio shall be excluded. (d) Subject to the first proviso to this Section 7.16(hclause (d), Grupo Financiero Banorte S.A.B. de. C.V. the Permitted Ratio Debt shall have the same obligors as, and its Subsidiaries if secured, shall be secured on a pari passu basis or junior basis by the same Collateral securing, the Notes; provided, however, an amount of Permitted Ratio Debt not be considered Affiliates to exceed the aggregate principal amount of the Company): (i) Guaranty Obligations greater of a Subsidiary in respect US$25,000,000 and 2.5% of obligations TTM EBITDAR may be incurred by Non-Guarantor Subsidiaries or secured by assets of the Issuer or any of its direct or indirect Subsidiaries that are related to the Core Business provided that, notwithstanding the foregoing, any Subsidiary that is not part of the Venezuelan Division may not incur Guaranty Obligations in respect of obligations of any Subsidiary that is part of the Venezuelan Division; (ii) the Permitted Bancomext Guaranty; (iii) the Guaranty Obligation incurred by the Company in respect of operating leases of Subsidiaries that are not part Collateral; provided further that any Permitted Ratio Debt that is secured by a Lien on the Collateral ranking pari passu with the Lien on the Collateral securing the Notes may share ratably (or on a lesser basis but not on a greater than pro rata basis) with respect to any mandatory redemption or prepayments of the Gruma Corp. Division, the Latin American Divisions or the Venezuelan Division; provided that such Guaranty Obligation shall not exceed US$25,000,000 (or the US Dollar Equivalent thereof); (iv) Guaranty Obligations of the Company in respect of Indebtedness not to exceed US$60,000,000 (or the US Dollar Equivalent thereof) outstanding principal amount in the aggregate at any time, consisting of: (A) Working Capital Indebtedness Notes (other than Venezuelan Recourse Indebtedness, and including Guaranty Obligations in respect mandatory prepayments or redemption resulting from a financing of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty) or IT Operating Leases of Subsidiaries that are part of the Gimsa Division, in each case any facility which may be applied exclusively to the extent permitted under this clause (iv), which Working Capital Indebtedness and IT Operating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (B) Working Capital Indebtedness of Subsidiaries that are part of the Central America Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (C) Working Capital Indebtedness of Subsidiaries that are part of the Molinera Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (i) Other Restructured Indebtedness; and (j) Intercompany Indebtedness (i) evidenced by and issued pursuant to the Intercompany Revolving Facilities in accordance with Section 6.11 (Intercompany Indebtedness), (ii) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement (other than, in each case, Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) and (iii) where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement; provided that, in addition to the foregoing restrictions, the Company and its Subsidiaries will not, and will not cause, or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness otherwise permitted by this Section 7.16 (except Permitted Refinancing Indebtedness that is actually applied within five (5) Business Days to prepay Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness facility being Refinanced) and any other Permitted Ratio Debt may only be subject to mandatory prepayment provisions, if any, that are customary for the relative ranking. provided further, that so long as PLM is not a Guarantor, the first proviso to this clause (d) may not be relied upon for any Indebtedness required to be prepaid pursuant to Section 2.05 (Mandatory Prepayments) (and any breakage costs in connection therewith)) if guaranteed by PLM or secured by the creation, incurrence, assumption or existence Capital Stock of such Indebtedness would cause the Leverage Ratio to exceed the limits set in Section 7.10 (Leverage Ratio) or the Interest Coverage Ratio to be less than the minimum set forth in Section 7.09 (Interest Coverage Ratio) on a pro forma basisPLM.

Limitations on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume assume, guarantee, acquire, become liable, contingently or suffer otherwise, with respect to exist or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (including Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided provided, however, that the Company or any Guarantor may incur Indebtedness and its Subsidiaries shall be permitted any Guarantor may issue Preferred Stock, and, subject to incurclause (c) of this Section 4.08, assumeany Foreign Restricted Subsidiary of the Company that is not a Guarantor may incur Indebtedness, in each case if on the date of the incurrence of such Indebtedness or suffer issuance of Preferred Stock, after giving effect to existthe incurrence or issuance thereof, without duplication: (a) Indebtedness under the Loan Documents;Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0. (b) Existing Indebtedness listed on Schedule 5.20(a) (Existing Indebtedness); (c) Permitted Refinancing Indebtedness (provided that, if applicable, the Company makes any mandatory prepayment required by Section 2.05(d) (Mandatory Prepayments)); (d) Venezuelan Non-Recourse Indebtedness; (e) Venezuelan Recourse Indebtedness in respect of Indebtedness owed to Persons other than the Company or its Affiliates in an amount not to exceed US$40,000,000 (or the US Dollar Equivalent thereof) outstanding at any one time to the extent such Venezuelan Recourse Indebtedness is Working Capital Indebtedness, the proceeds of which are used solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”); (f) the Agreement Value of Hedging Agreements executed in accordance with Section 7.18 (Limitations on Hedging); (g) As long as no Default or Event of Default has occurred and is continuing or would occur after giving effect to such Indebtedness under this Notwithstanding clause (g), additional Indebtedness not otherwise permitted by this Section 7.16 in an aggregate amount for the Company and its Subsidiaries at any time outstanding not to exceed an amount equal to (xa) US$250,000,000 (or the US Dollar Equivalent thereof) less (y) the aggregate principal amount of all Reporto Contracts outstanding at such time (such Indebtedness, “Permitted New Indebtedness”), to the extent such Permitted New Indebtedness: (i) is either unsecured or secured in accordance with Section 7.01 (Negative Pledge); and (ii) consists of either: (x) Working Capital Indebtedness (excluding Venezuelan Recourse Indebtedness) (such Working Capital Indebtedness, “Permitted New Working Capital Indebtedness”) or (y) no more than US$50,000,000 (or the US Dollar Equivalent thereof) of Capital Lease Obligations and/or Sale Lease-Back Transactions related to the Company’s Core Business (collectively, “Permitted New Capital Obligations”); (h) any of the following Guaranty Obligations in respect of Indebtedness owed to Persons other than the Company or its Affiliates (provided that solely for the purposes of this Section 7.16(h), Grupo Financiero Banorte S.A.B. de. C.V. and its Subsidiaries shall not be considered Affiliates of the Company): (i) Guaranty Obligations of a Subsidiary in respect of obligations of its direct or indirect Subsidiaries that are related to the Core Business provided that, notwithstanding the foregoing, any Subsidiary that is not part of the Venezuelan Division may not incur Guaranty Obligations in respect of obligations of any Subsidiary that is part of the Venezuelan Division; (ii) the Permitted Bancomext Guaranty; (iii) the Guaranty Obligation incurred by the Company in respect of operating leases of Subsidiaries that are not part of the Gruma Corp. Division, the Latin American Divisions or the Venezuelan Division; provided that such Guaranty Obligation shall not exceed US$25,000,000 (or the US Dollar Equivalent thereof); (iv) Guaranty Obligations of the Company in respect of Indebtedness not to exceed US$60,000,000 (or the US Dollar Equivalent thereof) outstanding principal amount in the aggregate at any time, consisting of: (A) Working Capital Indebtedness (other than Venezuelan Recourse Indebtedness, and including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty) or IT Operating Leases of Subsidiaries that are part of the Gimsa Division, in each case to the extent permitted under this clause (iv), which Working Capital Indebtedness and IT Operating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (B) Working Capital Indebtedness of Subsidiaries that are part of the Central America Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (C) Working Capital Indebtedness of Subsidiaries that are part of the Molinera Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (i) Other Restructured Indebtedness; and (j) Intercompany Indebtedness (i) evidenced by and issued pursuant to the Intercompany Revolving Facilities in accordance with Section 6.11 (Intercompany Indebtedness), (ii) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement (other than, in each case, Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) and (iii) where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement; provided that, in addition to the foregoing restrictions4.08, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness. (c) Foreign Restricted Subsidiaries that are not Guarantors may not incur Indebtedness under clause (a) of this Section 4.08 if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the aggregate amount of Indebtedness of Foreign Restricted Subsidiaries that are not Guarantors incurred and then outstanding pursuant to clause (a) of this Section 4.08 would exceed the greater of (i) $200.0 million and (ii) 20.0% of Total Assets of all Foreign Restricted Subsidiaries that are not Guarantors at the time of such incurrence. (d) The Company will not, and will not cause, or permit any of its Subsidiaries Guarantor to, directly or indirectly, create, incur, assume or suffer to exist incur any Indebtedness otherwise permitted which by this Section 7.16 its terms (except Permitted Refinancing Indebtedness that is actually applied within five (5) Business Days to prepay Indebtedness being Refinanced (plus the amount of any premium required to be paid under or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the instrument Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being Refinanced) and any other Indebtedness required to be prepaid pursuant to Section 2.05 (Mandatory Prepayments) (and any breakage costs in connection therewith)) if unsecured or by virtue of the creation, incurrence, assumption or existence fact that the holders of such Indebtedness would cause have entered into one or more intercreditor agreements giving one or more of such holders priority over the Leverage Ratio to exceed other holders in the limits set in Section 7.10 (Leverage Ratio) or the Interest Coverage Ratio to be less than the minimum set forth in Section 7.09 (Interest Coverage Ratio) on a pro forma basiscollateral held by them.

Limitations on Incurrence of Additional Indebtedness. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness; provided that the Company and its Subsidiaries shall be permitted to incur, assume, guarantee, acquire, become liable, contingently or suffer otherwise, with respect to existor otherwise become responsible for payment of (collectively, without duplication: “incur”) any Indebtedness (a) Indebtedness under the Loan Documents; (b) Existing Indebtedness listed on Schedule 5.20(a) (Existing other than Permitted Indebtedness); (c) Permitted Refinancing Indebtedness (provided that; provided, however, that if applicable, the Company makes any mandatory prepayment required by Section 2.05(d) (Mandatory Prepayments)); (d) Venezuelan Non-Recourse Indebtedness; (e) Venezuelan Recourse Indebtedness in respect of Indebtedness owed to Persons other than the Company or its Affiliates in an amount not to exceed US$40,000,000 (or the US Dollar Equivalent thereof) outstanding at any one time to the extent such Venezuelan Recourse Indebtedness is Working Capital Indebtedness, the proceeds of which are used solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”); (f) the Agreement Value of Hedging Agreements executed in accordance with Section 7.18 (Limitations on Hedging); (g) As long as no Default or Event of Default has shall have occurred and is be continuing at the time of or would occur as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries may incur (x) Subordinated Indebtedness (including, without limitation, Acquired Indebtedness that constitutes Subordinated Indebtedness) if on the date of the incurrence of such Subordinated Indebtedness, after giving effect to such Indebtedness under this clause (g)the incurrence thereof, additional Indebtedness not otherwise permitted by this Section 7.16 in an aggregate amount for the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.25 to 1.0 (the “Fixed Charge Coverage Ratio Provision”) and its Subsidiaries at any time outstanding not to exceed an amount equal to (x) US$250,000,000 (or the US Dollar Equivalent thereof) less (y) non-Subordinated Indebtedness (including Acquired Indebtedness that constitutes non-Subordinated Indebtedness) if on the aggregate principal amount date of all Reporto Contracts outstanding at the incurrence of such time (such non-Subordinated Indebtedness, “Permitted New Indebtedness”), after giving effect to the extent such Permitted New Indebtedness:incurrence thereof, the Consolidated Fixed Charged Coverage Ratio of the Company would have been greater than 2.25 to 1.0 and the Consolidated Senior Leverage Ratio of the Company would have been less than 4.75 to 1.0. (ib) is either unsecured or secured in accordance with Section 7.01 (Negative Pledge); and (ii) consists of either: (x) Working Capital Indebtedness (excluding Venezuelan Recourse Indebtedness) (such Working Capital Indebtedness, “Permitted New Working Capital Indebtedness”) or (y) no more than US$50,000,000 (or the US Dollar Equivalent thereof) of Capital Lease Obligations and/or Sale Lease-Back Transactions related to the Company’s Core Business (collectively, “Permitted New Capital Obligations”); (h) any of the following Guaranty Obligations in respect of Indebtedness owed to Persons other than the Company or its Affiliates (provided that solely for the purposes of this Section 7.16(h), Grupo Financiero Banorte S.A.B. de. C.V. and its Subsidiaries shall not be considered Affiliates of the Company): (i) Guaranty Obligations of a Subsidiary in respect of obligations of its direct or indirect Subsidiaries that are related to the Core Business provided that, notwithstanding Notwithstanding the foregoing, any if the Notes do not have the Minimum Rating at the time of the incurrence of Indebtedness pursuant to the Fixed Charge Coverage Ratio Provision of clause (a) above by a Restricted Subsidiary that is not part a Guarantor then the aggregate amount of the Venezuelan Division Indebtedness (other than Permitted Indebtedness) that may not incur Guaranty Obligations in respect of obligations of any be incurred by a Restricted Subsidiary that is part not a Guarantor pursuant to the Fixed Charge Coverage Ratio Provision of clause (a) above shall not exceed, taken together with any other Indebtedness incurred pursuant to the Venezuelan Division; Fixed Charge Coverage Ratio Provision of clause (iia) the Permitted Bancomext Guaranty; (iii) the Guaranty Obligation incurred above by the Company in respect of operating leases of Company’s Restricted Subsidiaries that are not part of Guarantors and then outstanding, $150.0 million less the Gruma Corp. Division, the Latin American Divisions or the Venezuelan Division; provided that such Guaranty Obligation shall not exceed US$25,000,000 (or the US Dollar Equivalent thereof); (iv) Guaranty Obligations of the Company in respect aggregate amount of Indebtedness not to exceed US$60,000,000 (or incurred by the US Dollar Equivalent thereof) outstanding principal amount in the aggregate at any time, consisting of: (A) Working Capital Indebtedness (other than Venezuelan Recourse Indebtedness, and including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty) or IT Operating Leases of Company’s Restricted Subsidiaries that are part not Guarantors pursuant to clause (15) of the Gimsa Division, in each case to the extent permitted under this clause (iv), which Working Capital definition of Permitted Indebtedness and IT Operating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time;then outstanding. (Bc) Working Capital Indebtedness of Subsidiaries that are part of the Central America Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (C) Working Capital Indebtedness of Subsidiaries that are part of the Molinera Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (i) Other Restructured Indebtedness; and (j) Intercompany Indebtedness (i) evidenced by and issued pursuant to the Intercompany Revolving Facilities in accordance with Section 6.11 (Intercompany Indebtedness), (ii) subordinated to the Loan pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement (other than, in each case, Intercompany Indebtedness owed by the The Company to a Subsidiary in the Gimsa Division) and (iii) where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement; provided that, in addition to the foregoing restrictions, the Company and its Subsidiaries will not, and will not cause, or permit any of its Subsidiaries Guarantor to, directly or indirectly, create, incur, assume or suffer to exist incur any Indebtedness otherwise permitted which by this Section 7.16 its terms (except Permitted Refinancing Indebtedness that is actually applied within five (5) Business Days to prepay Indebtedness being Refinanced (plus the amount of any premium required to be paid under or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the instrument Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being Refinanced) and any other Indebtedness required to be prepaid pursuant to Section 2.05 (Mandatory Prepayments) (and any breakage costs in connection therewith)) if unsecured or by virtue of the creation, incurrence, assumption or existence fact that the holders of such Indebtedness would cause have entered into one or more intercreditor agreements giving one or more of such holders priority over the Leverage Ratio to exceed other holders in the limits set in Section 7.10 (Leverage Ratio) or the Interest Coverage Ratio to be less than the minimum set forth in Section 7.09 (Interest Coverage Ratio) on a pro forma basiscollateral held by them.

Limitations on Incurrence of Additional Indebtedness. The Company will not, and will not cause or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness; provided that the Company and its Subsidiaries shall be permitted to incur, assume, or suffer to exist, without duplication: (a) Indebtedness under the Loan Documents; (b) Existing Indebtedness listed on Schedule 5.20(a5.21(a) (Existing Indebtedness); (c) Permitted Refinancing Indebtedness (provided that, if applicable, the Company makes any mandatory prepayment required by Section 2.05(d2.05(h) (Mandatory Prepayments)); (d) Venezuelan Non-Recourse Indebtedness; (e) Venezuelan Recourse Indebtedness in respect of Indebtedness owed to Persons other than the Company or its Affiliates in an amount not to exceed US$40,000,000 (or the US Dollar Equivalent thereof) outstanding at any one time to the extent such Venezuelan Recourse Indebtedness is Working Capital Indebtedness, the proceeds of which are used solely for grain purchases (“Permitted Venezuelan Recourse Indebtedness”); (f) the Agreement Value of Hedging Agreements executed in accordance with Section 7.18 (Limitations on Hedging); (g) As long as no Default or Event of Default has occurred and is continuing or would occur after giving effect to such Indebtedness under this clause (g), additional Indebtedness not otherwise permitted by this Section 7.16 in an aggregate amount for the Company and its Subsidiaries at any time outstanding not to exceed an amount equal to (x) US$250,000,000 (or the US Dollar Equivalent thereof) less (y) the aggregate principal amount of all Reporto Contracts outstanding at such time (such Indebtedness, “Permitted New Indebtedness”), to the extent such Permitted New Indebtedness: (i) is either unsecured or secured in accordance with Section 7.01 (Negative Pledge); and (ii) consists of either: (x) Working Capital Indebtedness (excluding Venezuelan Recourse Indebtedness); provided that the Company shall comply with Section 6.13 (Working Capital Indebtedness Clean-Down) (such Working Capital Indebtedness, “Permitted New Working Capital Indebtedness”) ), or (y) no more than US$50,000,000 (or the US Dollar Equivalent thereof) of Capital Lease Obligations and/or Sale Lease-Back Transactions related to the Company’s Core Business (collectively, “Permitted New Capital Obligations”); (h) any of the following Guaranty Obligations in respect of Indebtedness owed to Persons other than the Company or its Affiliates (provided that solely for the purposes of this Section 7.16(h), Grupo Financiero Banorte S.A.B. de. de C.V. and its Subsidiaries shall not be considered Affiliates of the Company): (i) Guaranty Obligations of a Subsidiary in respect of obligations of its direct or indirect Subsidiaries that are related to the Core Business Business; provided that, notwithstanding the foregoing, any Subsidiary that is not part of the Venezuelan Division may not incur Guaranty Obligations in respect of obligations of any Subsidiary that is part of the Venezuelan Division; (ii) the Permitted Bancomext Guaranty; (iii) the Guaranty Obligation incurred by the Company in respect of operating leases of Subsidiaries that are not part of the Gruma Corp. Division, the Latin American Divisions or the Venezuelan Division; provided that such Guaranty Obligation shall not exceed US$25,000,000 (or the US Dollar Equivalent thereof); (iv) Guaranty Obligations of the Company in respect of Indebtedness not to exceed US$60,000,000 (or the US Dollar Equivalent thereof) outstanding principal amount in the aggregate at any time, consisting of: (A) Working Capital Indebtedness (other than Venezuelan Recourse Indebtedness, and including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty) or IT Operating Leases of Subsidiaries that are part of the Gimsa Division, in each case to the extent permitted under this clause (iv), which Working Capital Indebtedness and IT Operating Leases shall not exceed US$60,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (B) Working Capital Indebtedness of Subsidiaries that are part of the Central America Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), ) to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$35,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (C) Working Capital Indebtedness of Subsidiaries that are part of the Molinera Division (including Guaranty Obligations in respect of Existing Working Capital Indebtedness but excluding the Permitted Bancomext Guaranty), to the extent permitted pursuant to this clause (iv), which Working Capital Indebtedness shall not exceed US$20,000,000 (or the US Dollar Equivalent thereof) of outstanding principal amount in the aggregate at any time; (i) Other Restructured Indebtedness; and (j) Intercompany Indebtedness (i) evidenced by and issued pursuant to the Intercompany Revolving Facilities in accordance with Section 6.11 6.14 (Intercompany Indebtedness), (ii) subordinated to the Loan Loans pursuant to the Intercompany Subordination Agreement and the Intercompany Trust Agreement (other than, in each case, Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) ), and (iii) where all rights of such Intercompany Lender of such Intercompany Indebtedness (other than Intercompany Indebtedness owed by the Company to a Subsidiary in the Gimsa Division) have been assigned to the Trustee pursuant to the Intercompany Trust Agreement; provided that, in addition to the foregoing restrictions, the Company and its Subsidiaries will not, and will not cause, or permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness otherwise permitted by this Section 7.16 (except Permitted Refinancing Indebtedness that is actually applied within five (5) Business Days to prepay Indebtedness being Refinanced (plus the amount of any premium required to be paid under the terms of the instrument governing such Indebtedness being Refinanced) and any other Indebtedness required to be prepaid pursuant to Section 2.05 (Mandatory Prepayments) (and any breakage costs in connection therewith)) if the creation, incurrence, assumption or existence of such Indebtedness would cause the Leverage Ratio to exceed the limits set in Section 7.10 (Leverage Ratio) or the Interest Coverage Ratio to be less than the minimum set forth in Section 7.09 (Interest Coverage Ratio) on a pro forma basis; and provided further that, in addition to the foregoing restrictions, the Company shall not cause, or permit any of the Pledged Entities or their direct or indirect Subsidiaries to, directly or indirectly, (x) incur Indebtedness other than Indebtedness permitted under Section 7.16(b), (c), (f), (g), (h)(i) or (j) or (y) create, incur, assume or suffer to exist outstanding Indebtedness in excess of US$250,000,000 (or the US Dollar Equivalent thereof) at any time in the case of the Gimsa Division, US$200,000,000 (or the US Dollar Equivalent thereof) at any time in the case of the Gruma Corp. Division and US$50,000,000 (or the US Dollar Equivalent thereof) at any time in the case of the Molinera Division (including, in each case, Indebtedness permitted under Section 7.16(b)).