Common use of Restricted Amounts Clause in Contracts

Restricted Amounts. Notwithstanding anything to the contrary contained in this Section 2.05(b), to the extent any mandatory prepayment required hereunder (other than any such payments pursuant to clause (i), (iii) or (v) of Section 2.05(b)) is attributable to assets, revenues or EBITDA of the Canadian Borrower, its Foreign Subsidiaries or any other Foreign Subsidiaries, such prepayment will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance, and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and restrictions under such entity’s Organization Documents (including as a result of minority ownership) or any restriction in any contract to which such Foreign Subsidiary is a party (and not prohibited by the terms hereof). Further, if (x) PRA determines in good faith, in consultation with the Administrative Agent, that any Loan Party or any of its Subsidiaries would incur a Tax liability (including any withholding Tax) or if an adverse Tax consequence (including a deemed dividend) would result or (y) PRA determines in good faith that any Loan Party or any Subsidiary would violate any law, Organization Document or any restriction in any contract to which a Foreign Subsidiary is a party (and not prohibited by the terms hereof), if all or a portion of the funds required to make such mandatory prepayment were upstreamed or transferred as a distribution or dividend (the amount of any such funds, a “Restricted Amount”), then the amount PRA will be required to mandatorily prepay shall be reduced by the Restricted Amount, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that this paragraph shall not operate to limit the obligation of the Canadian Borrower or the Canadian Guarantors to make prepayment of the Canadian Borrower Obligations from Net Cash Proceeds received by the Canadian Borrower or such Canadian Guarantor required by this Section 2.05(b).

Restricted Amounts. Notwithstanding anything to the contrary contained in this Section 2.05(b)foregoing, to the extent any or all of the Net Proceeds of any mandatory prepayment event of the type described in Sections 1.5(b), 1.5(d) and 1.5(e) are attributable to the Excess Cash Flow, Asset Disposition, Casualty Event or Net Proceeds of, by or received by, a Foreign Subsidiary and such amounts are prohibited or delayed by any applicable local Requirements of Law from being repatriated to Borrower or any Domestic Subsidiary (each, a “Repatriation”; with “Repatriated” having a correlative meaning) (Borrower hereby agreeing to cause the applicable Foreign Subsidiary to take promptly all actions reasonably required hereunder (other than by such Requirements of Law to permit such Repatriation), the portion of such amounts so affected, will not be required to be applied to prepay Loans at the times provided in this Section 1.5 and may be retained by the applicable Foreign Subsidiary; provided, that if and to the extent any such payments pursuant Repatriation ceases to clause be prohibited or delayed by applicable local Requirements of Law at any time, the Credit Parties shall reasonably promptly Repatriate, or cause to be Repatriated, an amount equal to such previously prohibited amount, net of any costs and expenses associated with such Repatriation (isuch amount, the “Excluded Prepayment Amount”), (iii) or (v) of Section 2.05(b)) is attributable to assets, revenues or EBITDA of the Canadian Borrower, its Foreign Subsidiaries or any other Foreign Subsidiaries, such prepayment will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance, and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of Credit Parties shall reasonably promptly pay the directors of Excluded Prepayment Amount to the relevant Subsidiaries) and restrictions under such entity’s Organization Documents (including as a result of minority ownership) or any restriction Lenders, which payment shall be applied in any contract to which such Foreign Subsidiary is a party (and not prohibited by the terms hereofaccordance with Section 1.5(f). FurtherFor the avoidance of doubt, if (x) PRA determines in good faith, in consultation with to the Administrative Agent, extent that any Loan Party or any of its Subsidiaries would incur a Tax liability (including any withholding Tax) or if an adverse Tax consequence (including a deemed dividend) would result or (y) PRA determines Borrower has reasonably determined in good faith that any Loan Party repatriation of all or any Subsidiary would violate portion of any law, Organization Document or any restriction in any contract such Net Proceeds attributable to which a Foreign Subsidiary is would have material adverse tax consequences to Borrower and its Restricted Subsidiaries (taking into account any tax credit or benefit available in connection with such repatriation), such Net Proceeds so affected may be retained by the applicable Foreign Subsidiary and shall not be required to be applied as a party repayment of the Term Loan, the First Amendment Term Loan or the Delayed Draw Term Loans pursuant to this Section 1.5 so long, but only so long, as the repatriation would result in such material adverse tax consequences to Borrower and its Restricted Subsidiaries (and not prohibited by for the terms hereof)avoidance of doubt, if all such material adverse tax consequences cease to exist or a would not result therefrom, such Net Proceeds shall be promptly paid to the Lenders to be applied in accordance with Section 1.5(f)). For the avoidance of doubt, the non-application of any such portion of the funds required to make such mandatory prepayment were upstreamed or transferred as a distribution or dividend (the amount of any such funds, a “Restricted Amount”), then the amount PRA will be required pursuant to mandatorily prepay shall be reduced by the Restricted Amount, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment this Section 1.5(i) shall not result in constitute a Default or an Event of Default hereunder; provided, that this paragraph shall not operate to limit the obligation of the Canadian Borrower or the Canadian Guarantors to make prepayment of the Canadian Borrower Obligations from Net Cash Proceeds received by the Canadian Borrower or such Canadian Guarantor required by this Section 2.05(b)Default.

Restricted Amounts. Notwithstanding anything to the contrary contained in this Section 2.05(b), to the extent any mandatory prepayment required hereunder (other than any such payments pursuant to clause (i), (iii) or (v) of Section 2.05(b)) is attributable to assets, revenues or EBITDA of the Canadian Borrower, its Foreign Subsidiaries or any other Foreign Subsidiaries, such prepayment will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance, and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and restrictions under such entity’s Organization Documents (including as a result of minority ownership) or any restriction in any contract to which such Foreign Subsidiary is a party (and not prohibited by the terms hereof). Further, if (x) PRA determines in good faith, in consultation with the Administrative Agent, that any Loan Party or any of its Subsidiaries would incur a Tax liability (including any withholding Tax) or if an adverse Tax consequence (including a deemed dividend) would CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 result or (y) PRA determines in good faith that any Loan Party or any Subsidiary would violate any law, Organization Document or any restriction in any contract to which a Foreign Subsidiary is a party (and not prohibited by the terms hereof), if all or a portion of the funds required to make such mandatory prepayment were upstreamed or transferred as a distribution or dividend (the amount of any such funds, a “Restricted Amount”), then the amount PRA will be required to mandatorily prepay shall be reduced by the Restricted Amount, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that this paragraph shall not operate to limit the obligation of the Canadian Borrower or the Canadian Guarantors to make prepayment of the Canadian Borrower Obligations from Net Cash Proceeds received by the Canadian Borrower or such Canadian Guarantor required by this Section 2.05(b).

Restricted Amounts. Notwithstanding anything to the contrary contained in this Section 2.05(b), to the extent any mandatory prepayment required hereunder (other than any such payments pursuant to clause (i), (iii) or (v) of Section 2.05(b)) is attributable to assets, revenues or EBITDA of the Canadian Borrower, its Foreign Subsidiaries or any other Foreign Subsidiaries, such prepayment will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance, and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and restrictions under such entity’s Organization Documents (including as a result of minority ownership) or any restriction in any contract to which such Foreign Subsidiary is a party (and not prohibited by the terms hereof). Further, if (x) PRA determines in good faith, in consultation with the Administrative Agent, that any 770954218 Loan Party or any of its Subsidiaries would incur a Tax liability (including any withholding Tax) or if an adverse Tax consequence (including a deemed dividend) would result or (y) PRA determines in good faith that any Loan Party or any Subsidiary would violate any law, Organization Document or any restriction in any contract to which a Foreign Subsidiary is a party (and not prohibited by the terms hereof), if all or a portion of the funds required to make such mandatory prepayment were upstreamed or transferred as a distribution or dividend (the amount of any such funds, a “Restricted Amount”), then the amount PRA will be required to mandatorily prepay shall be reduced by the Restricted Amount, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that this paragraph shall not operate to limit the obligation of the Canadian Borrower or the Canadian Guarantors to make prepayment of the Canadian Borrower Obligations from Net Cash Proceeds received by the Canadian Borrower or such Canadian Guarantor required by this Section 2.05(b).