Permitted Intercompany Payments.
(a) Until the Final Discharge Date and subject to Clause 8 (Turnover of Non- Permitted Payments) and Clause 10 (Effect of Insolvency Event), an Intercompany Debtor may pay, and the relevant Intercompany Creditor may receive and retain, including by way of set-off:
(i) payments of principal and interest in respect of any Intercompany Debt not subject to Transaction Security; and
(ii) payments of interest in respect of any intercompany debt subject to Transaction Security Documents, in each case provided that at the time of Payment, no Event of Default has occurred and is continuing or would result from such Payment.
(b) Notwithstanding paragraph (a) above, Payment of principal and interest in respect of Intercompany Debt and intercompany debt subject to Transaction Security shall always be permitted if made for the purpose of serving Debt and such payment is made directly to the Secured Parties (represented by the Security Agent) for repayment of principal or payment of interest on such Debt owed to the Secured Parties.
Permitted Intercompany Payments. (a) Until the Final Discharge Date and subject to Clause 8 (Turnover of Non- Permitted Payments) and Clause 10 (Effect of Distress Event), an Intercompany Debtor may pay, and the relevant Intercompany Creditor may receive and retain, including by way of set-off, Payments of principal and interest in respect of any Intercompany Debt, provided that at the time of such Payment, no Event of Default is continuing or would result from such Payment.
(b) Notwithstanding paragraph (a) above, Payment of principal and interest in respect of Intercompany Debt made for the sole purpose of repayment or service of any Secured Obligations shall always be permitted provided that (i) the Payment is made directly to the Security Agent to be applied in accordance with Clause 16 (Application of Recoveries) and (ii) no Enforcement Action has been taken.
Permitted Intercompany Payments. (a) Until a Triggering Event has occurred and subject to paragraph (b) below, Clause 7 (Turnover of Non-Permitted Payments) and Clause 9 (Effect of Insolvency Event) an Intercompany Debtor may pay, and the relevant Intercompany Creditor may receive and retain, including by way of set-off:
(i) payments of interest, principal or otherwise in respect of any Intercompany Debt not being subject to Transaction Security;
(ii) interest payments in respect of any Intercompany Debt being subject to Transaction Security.
(b) Notwithstanding paragraph (a) above, payment of principal and interest on Intercompany Debt shall always be permitted if made for the purpose of serving Secured Debt and such payment is made directly to the Secured Parties (represented by the Security Agent) for repayment of principal or payment of interest on such Secured Debt.
Permitted Intercompany Payments. Subject to Clause 12.3 (Suspension of Permitted Intercompany Payments) and Clause 14 (Subordination on insolvency), the relevant Intercompany Borrower may pay (by cash, set off or otherwise), and the relevant Intercompany Lender may receive and retain payments in respect of, any Intercompany Debt in accordance with the Senior Agreements provided that no such payment is made to the Company other than to the extent to make or fund a dividend or other distribution permitted to be made by the Senior Agreements on the equity interests of the Company provided that no such payment is made to the Company other than (a) to the extent to make or fund a dividend or other distribution permitted to be made by the Senior Agreements on the equity interests of the Company, (b) to the extent required to fund legal, audit, tax and other expenses directly relating to the administration of the Company including customary compensation payable to the Company’s directors or (if the Company is a partnership) the directors of its general partner in an amount not exceeding EUR 3,000,000, and (c) to fund payments under the Management Agreement, the Tax Sharing Agreement and other Restricted Payments other than Restricted Investments (each as defined in the Interim Facility Agreement) other than those described in (a) and (b) above that the Company is entitled to make pursuant to the Senior Facility Agreement provided the same are so applied within 15 days of receipt.
Permitted Intercompany Payments. Until a Triggering Event has occurred and subject to Clause 7 (Turnover of Non-Permitted Payments) and Clause 9 (Effect of Insolvency Event), an Intercompany Debtor may pay, and the relevant Intercompany Creditor may receive and retain, including by way of set- off, payments of interest, principal or otherwise in respect of any Intercompany Debt.
