Common use of Repatriation Clause in Contracts

Repatriation. Notwithstanding anything in this Section 2.12 to the contrary, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faith, the amount Borrowers shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i)).

Repatriation. Notwithstanding anything in the foregoing terms of this Section 2.12 to the contrary2.03(b), (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent any or all of the Net Cash Proceeds of any Disposition by, or receipt of the Net Cash Proceeds of any Involuntary Disposition or Extraordinary Receipts by, a Subsidiary that is a Non-U.S. Subsidiary otherwise giving rise to a prepayment pursuant to this Section 2.03(b), is prohibited by any applicable local requirements of Law from being repatriated to the Borrower or any Subsidiary that is a U.S. Subsidiary including through the repayment of intercompany Indebtedness (each, a “Repatriation”; with “Repatriated” having a correlative meaning), provided that the relevant Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower its Subsidiaries shall take all commercially reasonable actions required by applicable requirements of law available under local Law to permit such repatriation and (ii) Repatriation, or if the repatriation Repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, any such amount would no longer conflict with the fiduciary duties of such director, or result in, or reasonably be reasonably expected to result inin material adverse tax consequences with respect to the Borrower and its Subsidiaries, taken as a material risk whole, an amount equal to the portion of personal or criminal liability for the Persons described abovesuch Net Cash Proceeds so affected (such amount, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be“Excluded Prepayment Amount”), will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to be applied to prepay any amount Loans at the times provided in this Section 2.03(b); provided, that would otherwise be required to be paid pursuant to Sections ‎2.12 if and to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition Repatriation ceases to existbe prohibited, the relevant Joint Venture will promptly distribute the relevant proceeds in respect restricted or delayed by applicable local requirements of IndebtednessLaw or such Repatriation ceases, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequencesconsequences with respect to the Borrower and its Subsidiaries, taken as a whole (taking into account any foreign tax credit or benefit actually realized received in connection with such repatriation (such amount, a “Restricted Amount”Repatriation), as determined by Borrowers in good faithat any time following the date on which the applicable mandatory prepayment pursuant to this Section 2.03(b) was otherwise required to be made, the amount Borrowers Borrower shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, promptly pay an amount equal to such portion of the subject proceeds in respect of any such IndebtednessExcluded Prepayment Amount to the Lenders, as applicable, not previously applied pursuant to this clause ‎(C), which payment shall be promptly applied in accordance with Section 2.03(b)(iv). Notwithstanding anything to the repayment contrary contained herein or in any other Loan Document, for the avoidance of doubt, nothing in this Section 2.03(b) shall require the Loans and Additional Term Loans pursuant Borrower to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard cause any amounts to this clause ‎(i))be repatriated to the United States.

Repatriation. Notwithstanding anything in this Section 2.12 Xxxxxxx understands and agrees that funds obtained from the sale of Shares obtained through the PRSUs must be immediately repatriated to Ukraine. Xxxxxxx has been advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable rules. United Kingdom Model for Amended and Restated 2016 Plan Combined US & Int’l PRSU On-Cycle and Off-Cycle Tax and National Insurance Contributions In the event that the Company determines that it is required to account to HM Revenue & Customs for the Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the PRSUs, the Grantee, as a condition to the contraryvesting of the PRSUs, (1) Borrowers shall not be required make arrangements satisfactory to prepay the Company to enable it to satisfy all withholding liabilities. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any amount withholding requirements that would otherwise be required to be paid may arise in connection with the vesting or disposition of Shares acquired pursuant to Sections 2.12(a)-(c) above the PRSUs. As a further condition of the vesting of the PRSUs under the Plan, the Grantee may at the Company’s discretion be directed to join with the Company, or if and to the extent that there is a change in the relevant Asset Sale law, any of its Subsidiaries or person who is consummated or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole any Foreign SubsidiarySecondary NIC Liability. To the extent permitted by law, the relevant Net Insurance/Condemnation Proceeds are received by Grantee hereby agrees to indemnify and keep indemnified the Company and its Subsidiaries for any Foreign Subsidiary Tax Liability. Securities Disclosure Neither this Agreement or Appendix is an approved prospectus for the relevant Indebtedness is incurred by any Foreign Subsidiary purposes of section 85(1) of the Financial Services and Markets Act 2000 (except “FSMA”) and no offer of transferable securities to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed public (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriationpurposes of section 102B of FSMA) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it is being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized made in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers the Plan. The Plan and the PRSUs are exclusively available in good faith, the amount Borrowers shall be required UK to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of bona fide employees and former employees and any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i)).other UK Subsidiary. Venezuela

Repatriation. Notwithstanding anything in any provision under this Section 2.12 2.05 to the contrary, (1i) Borrowers shall not be required to prepay any amount amounts that would otherwise be required to be paid by the Borrower pursuant to Sections 2.12(a)-(cSection 2.05(b)(ii) or Section 2.05(b)(iii) above shall not be required to be so prepaid to the extent that the relevant Asset Sale any such Excess Cash Flow is consummated generated by any a Foreign Subsidiary, the relevant Subsidiary or such Net Insurance/Condemnation Cash Proceeds are received by any a Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may beSubsidiary, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower United States of any such amount amounts would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, manager or member of management or consultant of such Foreign Subsidiary (including on account Subsidiary, and once such repatriation, unless the provisions of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and clause (ii) if the repatriation below are applicable, of the relevant any such affected proceeds, as the case may be, Net Cash Proceeds or Excess Cash Flow is permitted not prohibited under the applicable requirement of law Law and, to the extent applicable, would no longer not conflict with the fiduciary duties of such director, or result in, or could reasonably be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, such repatriation will be promptly (effected and in any event not later than two Business Days after such repatriation) applied (net repatriation of additional Taxes payable Net Cash Proceeds or reserved against such proceedsExcess Cash Flow, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may beapplicable, will be promptly (and in any event not later than ten (10) Business Days after such distributionrepatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 Section 2.05 to the extent required provided herein (without regard to this clause ‎(i(c)) ); and (3ii) if Borrowers determine in good faith that the repatriation by the applicable Foreign Subsidiary to Borrowers the United States of any amounts amount required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (bSection 2.05(b)(ii) or (cSection 2.05(b)(iii) above would result in material and adverse tax consequencesconsequences to the Borrower (including pursuant to any tax sharing arrangements or any Tax Distribution) or its Restricted Subsidiaries, taking into account any foreign tax credit credits or benefit benefits actually realized in connection with such repatriation repatriation, (such amount, a “Restricted Amount”), as reasonably determined by Borrowers the Borrower in good faithfaith in consultation with the Administrative Agent, then the amount Borrowers the Borrower shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (bSection 2.05(b)(ii) or (cSection 2.05(b)(iii) above, as applicable, shall be reduced by the Restricted AmountAmount until such time as it may repatriate to the United States such Restricted Amount without incurring such material adverse tax liability; provided that to the extent that the repatriation of any Net Cash Proceeds or Excess Cash Flow from such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such IndebtednessNet Cash Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to this preceding clause ‎(C(i), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) Section 2.05 as otherwise required above (without regard to this clause ‎(i(c)).

Repatriation. Notwithstanding anything in any other provision of this Section 2.12 to the contrary2.05, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that any or all of the relevant Asset Sale is consummated by Net Cash Proceeds of any Foreign SubsidiaryDisposition by, the relevant Net Insurance/Condemnation Proceeds are received by any or Involuntary Disposition of, a Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except otherwise giving rise to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a2.5(b)(i), is prohibited, restricted or delayed by any local Applicable Law from being repatriated to any of the Borrower or any Domestic Subsidiary including through the repayment of intercompany Indebtedness (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result ineach, a material risk of personal or criminal liability for any officer“Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, director, employee, manager, member of management or consultant of such and to cause the applicable Foreign Subsidiary (including on to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account of financial assistance, corporate benefit, thin capitalization, capital maintenance or and similar considerations); it being understood legal principles, restrictions on upstreaming of cash intra group and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements fiduciary and statutory duties of law to permit such repatriation and (ii) if the repatriation directors of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such directorForeign Subsidiary), or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for if the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine Borrower has determined in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers Repatriation of any amounts required such amount would reasonably be expected to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in have material and adverse tax consequencesconsequences with respect to Holdings or its Subsidiaries, taking into account any foreign tax credit or benefit actually realized received in connection with such repatriation Repatriation, the portion of such Net Cash Proceeds so affected (such amount, a the “Restricted Excluded Prepayment Amount”), as determined by Borrowers in good faith, the amount Borrowers shall ) will not be required to mandatorily be applied to prepay pursuant to Sections ‎2.12(aLoans at the times provided in this Section 2.5(b); provided, (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that if and to the extent that the repatriation of any such proceeds from Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the relevant Foreign Subsidiary would no longer have a material and adverse tax consequenceone (1) year period immediately following the date on which the mandatory prepayment pursuant to Section 2.5(b)(i) was required to be made, the Loan Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such portion of the subject proceeds Excluded Prepayment Amount no longer prohibited, restricted or delayed from being Repatriated, and the Loan Parties shall reasonably promptly pay such portion of the Excluded Prepayment Amount to the Lenders, which payment shall be applied in respect accordance with Section 2.5(b). For the avoidance of doubt, the non-application of any such Indebtedness, as applicable, not previously applied Excluded Prepayment Amount pursuant to this clause ‎(C)(vi) shall not constitute a Default or an Event of Default. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be promptly applied first to the repayment of the Base Rate Loans and Additional then to Term SOFR Loans pursuant in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Sections ‎2.12(a)Section 3.05, (b) but otherwise without premium or (c) as otherwise required above (without regard to this clause ‎(i))penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything in this In the event that any Specified Event of Default has occurred (after giving effect to any applicable provision of Section 2.12 6.5(d) hereof) and remains continuing, upon written request of Agent (as elected by Agent or Required Lender), Domestic Loan Parties shall cause all Foreign Subsidiaries of DZSI to repatriate (by means of dividends and distributions from the respective Foreign Subsidiaries to the contraryrespective Domestic Loan Parties) all Surplus Foreign Cash as promptly as commercially reasonable and feasible (provided that notwithstanding the foregoing, (1) Borrowers the Loan Parties shall not be required to prepay cause any amount particular Foreign Subsidiary to repatriate any Surplus Cash to the extent (as demonstrated by Loan Parties to the reasonable satisfaction of Agent in its Permitted Discretion) that doing so would otherwise be required result in any materially adverse tax consequences to be paid pursuant to Sections 2.12(a)-(cLoan Parties on a Consolidated Basis or in criminal or civil liability of the management of a Loan Party), and (x) above to the extent that such repatriation was requested as a result of the relevant Asset Sale is consummated occurrence of any Specified Event of Default due to any Event of Default under Section 10.1 hereof resulting or Domestic Specified Event of Default under Section 10.1 of the Domestic Credit Agreement, such repatriated cash and Cash Equivalents shall be used immediately upon receipt thereof by the applicable Domestic Loan Parties to satisfy the applicable defaulted payment obligations (provided that, for the avoidance of doubt, such satisfaction of any Foreign Subsidiarysuch defaulted payment obligation shall not constitute any cure or waiver or termination of the applicable Event of Default or Domestic Event of Default), the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary and (except y) to the extent that, at the relevant Indebtedness is incurred by time of such repatriation, any Foreign Subsidiary Event of Default shall exist under Section 6.5 hereof, after giving effect to refinance all or a portion the provisions of the Loansforegoing clause (x) to the extent also applicable at such time, the Revolving Advances and Swing Loans hereunder and the Domestic Revolving Advances Domestic Swing Loans under the Domestic Credit Agreement shall be repaid ratably (as between the Revolving Advances and Swing Loans hereunder on the one hand (and as among such, subject to Section 11.5, in accordance with Section 2.20(a)(i) hereof), and the Domestic Revolving Advances and Domestic Swing Loans under the Domestic Credit Agreement on the other (and as among such, subject to Section 11.5 of the Domestic Credit Agreement, in accordance with Section 2.20(a)(i) of the Domestic Credit Agreement)) until paid in full; provided that, Agent or Required Lenders (as applicable), each in its sole discretion, may elect in any case may be, for so long as Borrowers determine in good faith that covered by this Section 6.17 to require the repatriation to of less than all of the applicable Borrower Surplus Foreign Cash of any the Foreign Subsidiaries of DZSI (and provided further that even in such amount would be prohibited or delayed (beyond the time period during which a case, all such prepayment is otherwise Surplus Foreign Cash required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faith, the amount Borrowers repatriated shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to provided for in this clause ‎(i)Section 6.17).

Repatriation. Notwithstanding anything in this In the event that any Specified Event of Default has occurred (after giving effect to any applicable provision of Section 2.12 6.5(d) hereof) and remains continuing, upon written request of Agent (as elected by Agent or Required Lender), Domestic Loan Parties shall cause all Foreign Subsidiaries of DZSI to repatriate (by means of dividends and distributions from the respective Foreign Subsidiaries to the contraryrespective Domestic Loan Parties) all Surplus Foreign Cash as promptly as commercially reasonable and feasible (provided that notwithstanding the foregoing, (1) Borrowers the Loan Parties shall not be required to prepay cause any amount particular Foreign Subsidiary to repatriate any Surplus Cash to the extent (as demonstrated by Loan Parties to the reasonable satisfaction of Agent in its Permitted Discretion) that doing so would otherwise be required result in any materially adverse tax consequences to be paid pursuant to Sections 2.12(a)-(cLoan Parties on a Consolidated Basis or in criminal or civil liability of the management of a Loan Party), and (x) above to the extent that such repatriation was requested as a result of the relevant Asset Sale is consummated occurrence of any Specified Event of Default due to any Event of Default under Section 10.1 hereof resulting or Ex-Im Specified Event of Default under Section 10.1 of the Ex-Im Subfacility Credit Agreement, such repatriated cash and Cash Equivalents shall be used immediately upon receipt thereof by the applicable Domestic Loan Parties to satisfy the applicable defaulted payment obligations (provided that, for the avoidance of doubt, such satisfaction of any Foreign Subsidiarysuch defaulted payment obligation shall not constitute any cure or waiver or termination of the applicable Event of Default or Ex-Im Event of Default), the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary and (except y) to the extent that, at the relevant Indebtedness is incurred by time of such repatriation, any Foreign Subsidiary Event of Default shall exist under Section 6.5 hereof, after giving effect to refinance all or a portion the provisions of the Loansforegoing clause (x) to the extent also applicable at such time, the Revolving Advances and Swing Loans hereunder and the Ex-Im Revolving Advances and Ex-Im Swing Loans under the Ex-Im Subfacility Credit Agreement shall be repaid ratably (as between the Revolving Advances and Swing Loans hereunder on the one hand (and as among such, subject to Section 11.5, in accordance with Section 2.20(a)(i) hereof), and the Ex-Im Revolving Advances and Ex-Im Swing Loans under the Ex-Im Subfacility Credit Agreement on the other (and as among such, subject to Section 11.5 of the Ex-Im Subfacility Credit Agreement, in accordance with Section 2.20(a)(i) of the Ex-Im Subfacility Credit Agreement)) until paid in full; provided that, Agent or Required Lenders (as applicable), each in its sole discretion, may elect in any case may be, for so long as Borrowers determine in good faith that covered by this Section 6.17 to require the repatriation to of less than all of the applicable Borrower Surplus Foreign Cash 139 of any the Foreign Subsidiaries of DZSI (and provided further that even in such amount would be prohibited or delayed (beyond the time period during which a case, all such prepayment is otherwise Surplus Foreign Cash required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faith, the amount Borrowers repatriated shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to provided for in this clause ‎(i)Section 6.17).

Repatriation. Notwithstanding anything At the completion of your assignment, Skyworks will provide the following benefits, and reimburse you for the following expenses, as applicable: Benefit/Expense: Benefit Provided or Maximum Expense Reimbursed (in this Section 2.12 USD): Personal tax preparation services by Ernst & Young LLP for calendar years 2019 and 2020 Benefit provided Shipment of personal goods from the host country to the contraryhome country (not to exceed 400 cubic feet or 2,600 lbs.) Benefit provided Up to 30 days of storage for the aforementioned personal goods in either the host country or the home country Benefit provided Flight from host country to home country Benefit provided Cost to break apartment lease (or, alternatively, the cost of one month’s notice to vacate) in host country Benefit provided Miscellaneous expense allowance to cover cleaning, closing accounts, furniture/appliance disposal, etc. $1,000 All reimbursements and in-kind benefits provided in accordance with this section entitled “Repatriation” shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (1“Section 409A”) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant Asset Sale is consummated by any Foreign Subsidiarysuch reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed requirements that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements any reimbursement is for expenses incurred as a result of law to permit such your repatriation and on or about November 19, 2019, (ii) if the repatriation amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the relevant affected proceedscalendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. For the avoidance of doubt, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners this section of the foregoing) to Amendment entitled “Repatriation” shall supersede the repayment section of the Original Agreement entitled “Repatriation,” and the benefits provided pursuant to this ‎Section 2.12 to section of the extent required herein (without regard to this clause ‎(i), (2) Borrowers Amendment shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received conditioned on your continuing employment by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faith, the amount Borrowers shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i))Skyworks.

Repatriation. Notwithstanding anything in this Section 2.12 to the contraryforegoing, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that any or all of the relevant Asset Sale Net Proceeds of any Disposition by, or Event of Loss of, a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.8(c) attributable to Foreign Subsidiaries, is consummated prohibited or delayed by any Foreign Subsidiary, applicable local Requirements of Law from being repatriated to the relevant Net Insurance/Condemnation Proceeds are received by Borrowers or any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Domestic Subsidiary (except each, a “Repatriation”; with “Repatriated” having a correlative meaning) (the Borrower hereby agreeing to cause the extent the relevant Indebtedness is incurred by any applicable Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take promptly all commercially reasonable actions required by applicable requirements such Requirements of law Law to permit such repatriation and (ii) Repatriation), or if the repatriation of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine Borrower has determined in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers Repatriation of any amounts required such amount would reasonably be expected to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in have material and adverse tax consequencesconsequences with respect to Amphastar or its Subsidiaries, taking into account any foreign tax credit or benefit actually realized received in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faithRepatriation, the amount Borrowers shall portion of such Net Proceeds so affected will not be required to mandatorily be applied to prepay pursuant to Sections ‎2.12(a)Loans at the times provided in this Section 2.8; provided, (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that if and to the extent that the repatriation of any such proceeds from Repatriation ceases to be prohibited or delayed by applicable local Requirements of Law at any time during the relevant Foreign Subsidiary would no longer have a material and adverse tax consequenceone (1) year period immediately following the date on which the applicable mandatory prepayment pursuant to Section 2.8 was required to be made, an amount equal to the subject proceeds amount no longer prohibited or delayed from being Repatriated (such amount, the “Excluded Prepayment Amount”) shall promptly be paid by the Credit Parties to Agent for the Account of the Lenders, which payment shall be applied in respect accordance with Section 2.8(f). For the avoidance of doubt, the non-application of any such Indebtedness, as applicable, not previously applied portion of the mandatory prepayment amount pursuant to this clause ‎(CSection 1.8(i) shall not constitute a Default or an Event of Default. Any amount equal to any Excluded Prepayment Amount not required to be used to make a payment under the immediately preceding sentence shall, upon expiration of such one (1) year period, be used to prepay Indebtedness of such Foreign Subsidiaries (including intercompany Indebtedness), shall if any, with the balance to be promptly applied to the repayment used for working capital of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i)).such Foreign Subsidiaries. ​ ​ ​

Repatriation. Notwithstanding anything in any other provisions of this Section 2.12 to the contrary2.3, (1i) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant any Casualty Proceeds or proceeds from any Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received Disposition by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed by (beyond x) the time period during which applicable local law or (y) the applicable certificate or articles of incorporation (or comparable organizational document) due to a third-party minority ownership of any Person in such prepayment is otherwise Foreign Subsidiary from being repatriated to the United States (a “Minority Interest Restriction”), an amount equal to the portion of such Casualty Proceeds or proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be made pursuant applied to prepay Loans at the times provided in Section 2.12(a2.3(c), (b) or (c) above) under any requirement of but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or conflict with applicable document would not permit repatriation to the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary United States (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) Borrower hereby agrees to cause the applicable Borrower shall Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted or necessary under the applicable requirement local law or applicable document to permit or minimize the delay of law andsuch repatriation), to the extent applicable, would and once such repatriation of any of such Restricted Proceeds is permitted or no longer conflict with delayed under the fiduciary duties of applicable local law, such director, or result in, or repatriation will be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of costs, expenses or additional Taxes taxes payable or reserved against such proceeds, as a result thereof, required in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against accordance with GAAP as a result thereof) to the repayment prepayment of the Term Loans pursuant to this ‎Section 2.12 Section 2.3; provided, however, that Restricted Proceeds with respect to a Minority Interest Restriction, when measured as a percentage of the total Casualty Proceeds or proceeds from any Asset Disposition by such Foreign Subsidiary, shall not be greater than the percentage of the Equity Interests in such Foreign Subsidiary that are owned directly by the minority investors therein and (ii) to the extent required herein that Borrower has determined in its reasonable business judgment and the Lead Lenders (without regard to this clause ‎(i)acting reasonably) and (3) if Borrowers determine in good faith have agreed that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) of or (c) above all such Net Cash Proceeds would result in have material and adverse tax consequences, taking into account any foreign then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax credit or benefit actually realized in connection with consequences and (B) apply amounts under other cash resources that are available to Borrower and the Subsidiaries to make such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faithprepayments, the amount Borrowers shall of such Net Cash Proceeds so affected may be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced retained by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant applicable Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i))Subsidiary.

Repatriation. Notwithstanding anything in any other provisions of this Section 2.12 to the contrarySubsection 2.1.9, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower net cash proceeds of any such amount would be prohibited or delayed (beyond the time period during which such event giving rise to a prepayment is otherwise required to be made obligation pursuant to Section 2.12(a), clauses (b) or (c) above) under of this Subsection 2.1.9 by a Foreign Subsidiary or Excess Cash Flow attributable to Foreign Subsidiaries, in either case, are prohibited or delayed by any requirement applicable local Law from being repatriated or passed on to or used for the benefit of law the Borrower or conflict any U.S. Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any U.S. Subsidiary would have material adverse tax consequences with respect to such amount, the fiduciary duties portion of such Foreign Subsidiary’s directors, net cash proceeds or result in, or could reasonably Excess Cash Flow so affected will not be expected required to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such be applied to prepay the Loans at the times provided in this Subsection 2.1.9 but may be retained by the applicable Foreign Subsidiary (including on account of financial assistanceso long, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceedsbut only so long, as the case may beapplicable local Law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or any U.S. Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result from such repatriation, and once such repatriation of any of such affected net cash proceeds or Excess Cash Flow is permitted under the applicable requirement of law and, to local Law or the extent applicable, Borrower determines in good faith such repatriation would no longer conflict with the fiduciary duties of have such directormaterial adverse tax consequences, such repatriation will be promptly effected and such repatriated net cash proceeds or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, Excess Cash Flow will be promptly (and in any event not later than two five (5) Business Days after such repatriation) applied (net of additional Taxes taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required reasonably estimated to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment prepayment of the Term Loans pursuant to this ‎Section 2.12 Subsection 2.1.9; provided, that the Borrower shall use commercially reasonable efforts to eliminate any prohibition or delay or material adverse tax consequence that would apply to such repatriation in order to make the extent required herein (without regard to foregoing repayment as soon as possible. The Borrower shall include a calculation of, and reasonable documentation for, any net cash proceeds or Excess Cash Flow for which a mandatory prepayment is deferred in reliance on this clause ‎(i)(e) and (3) if Borrowers determine of this Subsection 2.1.9 in good faith that the repatriation to Borrowers written statement of any amounts required to mandatorily prepay the Loans a Financial Officer delivered pursuant to Sections ‎2.12(a), clause (bd) or (c) above would result in material and adverse tax consequences, taking into account any foreign tax credit or benefit actually realized in connection with such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faith, the amount Borrowers shall be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i))Subsection 2.1.9.

Repatriation. Notwithstanding anything in any other provision of this Section 2.12 to the contrary2.05, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that any or all of the relevant Asset Sale is consummated by Net Cash Proceeds of any Foreign SubsidiaryDisposition by, the relevant Net Insurance/Condemnation Proceeds are received by any or Involuntary Disposition of, a Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except otherwise giving rise to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a2.5(b)(i), is prohibited, restricted or delayed by any local Applicable Law from being repatriated to any of the Borrower or any Domestic Subsidiary including through the repayment of intercompany Indebtedness (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result ineach, a material risk of personal or criminal liability for any officer“Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, director, employee, manager, member of management or consultant of such and to cause the applicable Foreign Subsidiary (including on to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account of financial assistance, corporate benefit, thin capitalization, capital maintenance or and similar considerations); it being understood legal principles, restrictions on upstreaming of cash intra group and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements fiduciary and statutory duties of law to permit such repatriation and (ii) if the repatriation directors of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such directorForeign Subsidiary), or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for if the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine Borrower has determined in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers Repatriation of any amounts required such amount would reasonably be expected to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in have material and adverse tax consequencesconsequences with respect to Holdings or its Subsidiaries, taking into account any foreign tax credit or benefit actually realized received in connection with such repatriation Repatriation, the portion of such Net Cash Proceeds so affected (such amount, a the “Restricted Excluded Prepayment Amount”), as determined by Borrowers in good faith, the amount Borrowers shall ) will not be required to mandatorily be applied to prepay pursuant to Sections ‎2.12(aLoans at the times provided in this Section 2.5(b); provided, (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that if and to the extent that the repatriation of any such proceeds from Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the relevant Foreign Subsidiary would no longer have a material and adverse tax consequenceone (1) year period immediately following the date on which the mandatory prepayment pursuant to Section 2.5(b)(i) was required to be made, the Loan Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such portion of the subject proceeds Excluded Prepayment Amount no longer prohibited, restricted or delayed from being Repatriated, and the Loan Parties shall reasonably promptly pay such portion of the Excluded Prepayment Amount to the Lenders, which payment shall be applied in respect accordance with Section 2.5(b).For the avoidance of doubt, the non-application of any such Indebtedness, as applicable, not previously applied Excluded Prepayment Amount pursuant to this clause ‎(C)(vi) shall not constitute a Default or an Event of Default. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be promptly applied first to the repayment of the Base Rate Loans and Additional then to Eurodollar Rate Term SOFR Loans pursuant in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Sections ‎2.12(a)Section 3.05, (b) but otherwise without premium or (c) as otherwise required above (without regard to this clause ‎(i))penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything in any other provision of this Section 2.12 to the contrary2.05, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that any or all of the relevant Asset Sale is consummated by Net Cash Proceeds of any Foreign SubsidiaryDisposition by, the relevant Net Insurance/Condemnation Proceeds are received by any or Involuntary Disposition of, a Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except otherwise giving rise to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed (beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a2.5(b)(i), is prohibited, restricted or delayed by any local Applicable Law from being repatriated to any of the Borrower or any Domestic Subsidiary including through the repayment of intercompany Indebtedness (b) or (c) above) under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result ineach, a material risk of personal or criminal liability for any officer“Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, director, employee, manager, member of management or consultant of such and to cause the applicable Foreign Subsidiary (including on to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account of financial assistance, corporate benefit, thin capitalization, capital maintenance or and similar considerations); it being understood legal principles, restrictions on upstreaming of cash intra group and agreed that (i) the applicable Borrower shall take all commercially reasonable actions required by applicable requirements fiduciary and statutory duties of law to permit such repatriation and (ii) if the repatriation directors of the relevant affected proceeds, as the case may be, is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such directorForeign Subsidiary), or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for if the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of additional Taxes payable or reserved against such proceeds, as a result thereof, in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine Borrower has determined in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i)) and (3) if Borrowers determine in good faith that the repatriation to Borrowers Repatriation of any amounts required such amount would reasonably be expected to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) or (c) above would result in have material and adverse tax consequencesconsequences with respect to Holdings or its Subsidiaries, taking into account any foreign tax credit or benefit actually realized received in connection with such repatriation Repatriation, the portion of such Net Cash Proceeds so affected (such amount, a the “Restricted Excluded Prepayment Amount”), as determined by Borrowers in good faith, the amount Borrowers shall ) will not be required to mandatorily be applied to prepay pursuant to Sections ‎2.12(aLoans at the times provided in this Section 2.5(b); provided, (b) or (c) above, as applicable, shall be reduced by the Restricted Amount; provided that if and to the extent that the repatriation of any such proceeds from Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the relevant Foreign Subsidiary would no longer have a material and adverse tax consequenceone (1) year period immediately following the date on which the mandatory prepayment pursuant to Section 2.5(b)(i) was required to be made, the Loan Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such portion of the subject proceeds Excluded Prepayment Amount no longer prohibited, restricted or delayed from being Repatriated, and the Loan Parties shall reasonably promptly pay such portion of the Excluded Prepayment Amount to the Lenders, which payment shall be applied in respect accordance with Section 2.5(b). For the avoidance of doubt, the non-application of any such Indebtedness, as applicable, not previously applied Excluded Prepayment Amount pursuant to this clause ‎(C)(vi) shall not constitute a Default or an Event of Default. Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be promptly applied first to the repayment of the Base Rate Loans and Additional Term then to Eurodollar Rate Loans pursuant in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Sections ‎2.12(a)Section 3.05, (b) but otherwise without premium or (c) as otherwise required above (without regard to this clause ‎(i))penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything in any other provisions of this Section 2.12 to the contrary2.3, (1i) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant any Casualty Proceeds or proceeds from any Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received Disposition by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed by (beyond x) the time period during which applicable local law or (y) the applicable certificate or articles of incorporation (or comparable organizational document) due to a third-party minority ownership of any Person in such prepayment is otherwise Foreign Subsidiary from being repatriated to the United States (a “Minority Interest Restriction”), an amount equal to the portion of such Casualty Proceeds or proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be made pursuant applied to prepay Loans at the times provided in Section 2.12(a2.3(c), (b) or (c) above) under any requirement of but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or conflict with applicable document would not permit repatriation to the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary United States (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) Borrower hereby agrees to cause the applicable Borrower shall Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted or necessary under the applicable requirement local law or applicable document to permit or minimize the delay of law andsuch repatriation), to the extent applicable, would and once such repatriation of any of such Restricted Proceeds is permitted or no longer conflict with delayed under the fiduciary duties of applicable local law, such director, or result in, or repatriation will be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of costs, expenses or additional Taxes taxes payable or reserved against such proceeds, as a result thereof, required in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against accordance with GAAP as a result thereof) to the repayment prepayment of the Term Loans pursuant to this ‎Section 2.12 Section 2.3; provided, however, that Restricted Proceeds with respect to a Minority Interest Restriction, when measured as a percentage of the total Casualty Proceeds or proceeds from any Asset Disposition by such Foreign Subsidiary, shall not be greater than the percentage of the Capital Stock in such Foreign Subsidiary that are owned directly by the minority investors therein and (ii) to the extent required herein that Borrower has determined in its reasonable business judgment and the Lead Lenders (without regard to this clause ‎(i)acting reasonably) and (3) if Borrowers determine in good faith have agreed that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) of or (c) above all such Net Cash Proceeds would result in have material and adverse tax consequences, taking into account any foreign then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax credit or benefit actually realized in connection with consequences and (B) apply amounts under other cash resources that are available to Borrower and the Subsidiaries to make such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faithprepayments, the amount Borrowers shall of such Net Cash Proceeds so affected may be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced retained by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant applicable Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i))Subsidiary.

Repatriation. Notwithstanding anything in any other provisions of this Section 2.12 to the contrary2.3, (1i) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections 2.12(a)-(c) above to the extent that the relevant any Casualty Proceeds or proceeds from any Asset Sale is consummated by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received Disposition by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (except to the extent the relevant Indebtedness is incurred by any Foreign Subsidiary to refinance all or a portion of the Loans, as the case may be, for so long as Borrowers determine in good faith that the repatriation to the applicable Borrower of any such amount would be prohibited or delayed by (beyond x) the time period during which applicable local law or (y) the applicable certificate or articles of incorporation (or comparable organizational document) due to a third-party minority ownership of any Person in such prepayment is otherwise Foreign Subsidiary from being repatriated to the United States (a “Minority Interest Restriction”), an amount equal to the portion of such Casualty Proceeds or proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be made pursuant applied to prepay Loans at the times provided in Section 2.12(a2.3(c), (b) or (c) above) under any requirement of but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or conflict with applicable document would not permit repatriation to the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary United States (including on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) Borrower hereby agrees to cause the applicable Borrower shall Foreign Subsidiary to promptly take all commercially reasonable actions required by applicable requirements of law to permit such repatriation and (ii) if the repatriation of the relevant affected proceeds, as the case may be, is permitted or necessary under the applicable requirement local law or applicable document to permit or minimize the delay of law andsuch repatriation), to the extent applicable, would and once such repatriation of any of such Restricted Proceeds is permitted or no longer conflict with delayed under the fiduciary duties of applicable local law, such director, or result in, or repatriation will be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, the relevant Foreign Subsidiary will promptly repatriate the relevant proceeds, as the case may be, immediately effected and such repatriated Restricted Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of costs, expenses or additional Taxes taxes payable or reserved against such proceeds, as a result thereof, required in each case by any Party, such Party’s Subsidiaries, and any Affiliates or indirect or direct equity owners of the foregoing) to the repayment of pursuant to this ‎Section 2.12 to the extent required herein (without regard to this clause ‎(i), (2) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Sections ‎2.12 to the extent that the relevant proceeds are received by any Joint Venture for so long as Borrowers determine in good faith that the distribution to the applicable Borrower of such proceeds would be prohibited under the Organizational Documents governing such Joint Venture; it being understood that if the relevant prohibition ceases to exist, the relevant Joint Venture will promptly distribute the relevant proceeds in respect of Indebtedness, as the case may be, and the proceeds, as the case may be, will be promptly (and in any event not later than ten Business Days after such distribution) applied (net of additional Taxes payable or reserved against accordance with GAAP as a result thereof) to the repayment prepayment of the Term Loans pursuant to this ‎Section 2.12 Section 2.3; provided, however, that Restricted Proceeds with respect to a Minority Interest Restriction, when measured as a percentage of the total Casualty Proceeds or proceeds from any Asset Disposition by such Foreign Subsidiary, shall not be greater than the percentage of the Equity Interestsequity interests in such Foreign Subsidiary that are owned directly by the minority investors therein and (ii) to the extent required herein that Borrower has determined in its reasonable business judgment and the Lead Lenders (without regard to this clause ‎(i)acting reasonably) and (3) if Borrowers determine in good faith have agreed that the repatriation to Borrowers of any amounts required to mandatorily prepay the Loans pursuant to Sections ‎2.12(a), (b) of or (c) above all such Net Cash Proceeds would result in have material and adverse tax consequences, taking into account any foreign then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax credit or benefit actually realized in connection with consequences and (B) apply amounts under other cash resources that are available to Borrower and the Subsidiaries to make such repatriation (such amount, a “Restricted Amount”), as determined by Borrowers in good faithprepayments, the amount Borrowers shall of such Net Cash Proceeds so affected may be required to mandatorily prepay pursuant to Sections ‎2.12(a), (b) or (c) above, as applicable, shall be reduced retained by the Restricted Amount; provided that to the extent that the repatriation of any such proceeds from the relevant applicable Foreign Subsidiary would no longer have a material and adverse tax consequence, an amount equal to the subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to this clause ‎(C), shall be promptly applied to the repayment of the Loans and Additional Term Loans pursuant to Sections ‎2.12(a), (b) or (c) as otherwise required above (without regard to this clause ‎(i))Subsidiary.