Common use of Constraints on Upstreaming Clause in Contracts

Constraints on Upstreaming. The mandatory prepayments of the Borrower pursuant to Sections 2.13(c), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Parent Guarantor’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause the Parent Guarantor, the Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-U.K. Subsidiary) or (iii) expose individual directors of the Parent Guarantor or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Parent Guarantor in good faith. The Parent Guarantor and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Parent Guarantor or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment.

Constraints on Upstreaming. The mandatory prepayments of the Borrower pursuant to Sections 2.13(c), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Parent Guarantor’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause the Parent Guarantor, the Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-U.K. Subsidiary) or (iii) expose individual directors of the Parent Guarantor or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Parent Guarantor in good faith. The Parent Guarantor and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Parent Guarantor or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment.. (g)

Constraints on Upstreaming. The mandatory prepayments of the Applicable Borrower pursuant to Sections 2.13(c2.13(c)(iv), (v), (vii) and (viii) of this Agreement shall not be required to the extent and for so long as the repatriation of funds from the Parent GuarantorApplicable Borrower’s Restricted Upstream Subsidiaries would be required to effect such prepayments and could reasonably be expected to (i) cause the Parent Guarantor, the such Borrower or its Restricted Upstream Subsidiaries to suffer material adverse costs or tax consequences (including the imposition of withholding taxes and taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), (ii) result in a violation of applicable local law (including, without limitation, financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such non-U.S. Subsidiary or non-U.K. UK Subsidiary) or (iii) expose individual directors of the Parent Guarantor such Borrower or any of its Restricted Upstream Subsidiaries to the risk of personal liability, in each case as reasonably determined by the Parent Guarantor Applicable Borrower in good faith. The Parent Guarantor Applicable Borrower and its Restricted Upstream Subsidiaries, if any, shall take all commercially reasonable actions to overcome or eliminate any such restrictions and/or minimize any such costs of prepayment to make the relevant prepayment. If at a later date the Parent Guarantor Applicable Borrower or any of its Restricted Upstream Subsidiaries is able to repatriate all or any portion of such funds in order to make such mandatory prepayment without incurring a material risk of suffering a material adverse cost or tax consequence or such prohibition, restriction or delay is no longer applicable, as applicable, it shall promptly take all such actions necessary to repatriate such funds and make such mandatory prepayment.. (g)