Common use of Adverse Consequences Clause in Contracts

Adverse Consequences. Notwithstanding any other provisions of this Section 2.05, (i) to the extent that any of or all the Net Cash Proceeds of any Disposition or Excess Cash Flow are prohibited or delayed by applicable local Law from being repatriated to the United States (as determined by the Borrower in good faith), the portion of such Net Cash Proceeds or such Excess Cash Flow so affected (any such portion being “Restricted Proceeds”) will not be required to be applied to repay Loans at the times provided in this Section 2.05(b)) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States, and once such repatriation of any of such Restricted Proceeds is permitted under the applicable local Law, such repatriation will be promptly effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.05(b) and (ii) to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Disposition or Excess Cash Flow would have material adverse tax cost consequences (as determined by the Borrower in good faith) with respect to such Net Cash Proceeds or such portion of the Excess Cash Flow, as the case may be, such Net Cash Proceeds or portion of the Excess Cash Flow, as the case may be, so affected may be retained, and the amount equal to such Net Cash Proceeds or such portion of Excess Cash Flow subject to clauses (i) and (ii) above otherwise required to be applied to prepayments pursuant to Section 2.05(b) shall not be required to be applied to such prepayments unless and until such amounts are no longer Restricted Proceeds or such material adverse tax cost consequences no longer exist.