Common use of Repatriation Clause in Contracts

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to foregoing terms of this Section 2.102.03(b), to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign 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 Foreign Casualty Event 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 Borrower and its Subsidiaries shall take all commercially reasonable actions available under local Law to permit such Repatriation, or all if the Repatriation of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) such amount would have reasonably be expected to result in material adverse tax consequences (relative with respect to the relevant Foreign DispositionBorrower and its Subsidiaries, Foreign Casualty Event taken as a whole, an amount equal to the portion of such Net Cash Proceeds so affected (such amount, the “Excluded Prepayment Amount”), will not be required to be applied to prepay Loans at the times provided in this Section 2.03(b); provided, that if and to the extent any such Repatriation ceases to be prohibited, restricted or Excess Cash Flow delayed by applicable local requirements of Law or such Repatriation ceases, to result in material adverse tax consequences with respect to the Borrower and its Subsidiaries, taken as a whole (taking into account any foreign tax credit, credit or benefit actually realized received in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (iiRepatriation), on or before at any time following the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments the applicable mandatory prepayment pursuant to this Section 2.12 (or such Excess Cash Flow would have been 2.03(b) was otherwise required to be applied to prepayments pursuant to this Section 2.12)made, the Borrower applies shall promptly pay an amount equal to such Net Asset Sale Proceedsportion of the Excluded Prepayment Amount to the Lenders, Net Insurance/Condemnation Proceeds which payment shall be applied in accordance with Section 2.03(b)(iv). Notwithstanding anything to the contrary contained herein or Excess Cash Flow to such reinvestments or prepayments (in any other Loan Document, for the case avoidance of Net Asset Sale Proceedsdoubt, nothing in this Section 2.03(b) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by shall require the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been to cause any amounts to be repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12States.

Repatriation. Notwithstanding anything in this Section 2.12 to the contrary contrary, (1) Borrowers shall not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.10, Sections 2.12(a)-(c) above to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net relevant Asset Sale Proceeds received is consummated by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”)Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received from a by any Foreign Subsidiary or the relevant Indebtedness is incurred by any Foreign Subsidiary (other than except to the extent the relevant Indebtedness is incurred by any Foreign Credit Party) 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 (a “Foreign Casualty Event”beyond the time period during which such prepayment is otherwise required to be made pursuant to Section 2.12(a), (b) or Excess Cash Flow (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 (other than any Foreign Credit Partyincluding on account of financial assistance, corporate benefit, thin capitalization, capital maintenance or similar considerations); it being understood and agreed that (i) are prohibited or delayed the applicable Borrower shall take all commercially reasonable actions required by applicable local law from being repatriated to the United States, the portion requirements of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), repatriation and once such (ii) if the repatriation of any of such the relevant affected Net Asset Sale Proceedsproceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow as the case may be, is permitted under the applicable local lawrequirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such repatriation 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 be immediately effected and such repatriated Net Asset Sale Proceedspromptly repatriate the relevant proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 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 ‎Section 2.12 to the extent provided hereinrequired 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 (iic) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) above would have result in material and adverse tax consequences (relative to the relevant Foreign Dispositionconsequences, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, credit or benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243(such amount, 245 or 245A of the Code or any similar Code provision with respect to actual distributions a “Restricted Amount”), as determined by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash FlowBorrowers in good faith, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may amount Borrowers shall be retained by such Foreign Subsidiary; provided that, in the case of this clause (iirequired to mandatorily prepay pursuant to Sections ‎2.12(a), on (b) or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds(c) above, as applicable, so retained would otherwise have been required to shall be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received reduced by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Restricted Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), that to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow such proceeds from such the relevant Foreign Subsidiary would no longer have a material and adverse tax consequences (relative to the relevant Foreign Dispositionconsequence, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount subject proceeds in respect of any such Indebtedness, as applicable, not previously applied pursuant to the Administrative Agentthis clause ‎(C), which amount shall be promptly applied to the pro rata prepayment 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 Section 2.12clause ‎(i)).

Repatriation. Notwithstanding anything (a) If at any time following the Effective Time, Buyer (i) is in material default with respect to more than 50% of its obligations under Section 5.9(c), (ii) materially breaches any of Buyer’s covenants set forth in Sections 5.10 or 5.12 or (iii) fails to comply in all material respects with the terms of N.C. Gen. Stat. § 131E-13(a), as amended, restated or revised from time to time (“Fundamental Covenants”) and such material default or breach has not been waived in writing by Sellers or cured by Buyer to the contrary reasonable satisfaction of Sellers within 90 calendar days after service by Sellers upon Buyer of a written notice that describes the nature of such material default or breach, then Sellers may at Sellers’ election in Sellers’ sole and unrestricted discretion, purchase, or take assignment of, all, and not less than all, of the Assets transferred to Buyer hereunder, including the Hospitals and all assets associated with the operation of the Hospitals and all other components of the Healthcare Businesses, and further including any assets acquired post-Closing and used by Buyer primarily in connection with the operation of the Healthcare Businesses, excluding NHBMC and all related assets (collectively, the “Repatriation Assets”) (the “Repatriation Transaction”); provided, however, that the Repatriation Assets and the Repatriation Transaction shall not include the assets and operations of NHBMC. Sellers may exercise such right to purchase such Repatriation Assets by delivering written notice to Buyer at any time during the 45-day period immediately following the expiration of the cure period set forth above (“Purchase Notice”). (b) Upon Sellers’ delivery to Buyer of a Purchase Notice, the parties shall use their respective reasonable best efforts to enter into definitive documents relating to such Repatriation Transaction within not more than 90 days following Buyer’s receipt of the Purchase Notice. The Repatriation Assets shall be transferred and assigned to Sellers or Sellers’ designees pursuant to Section 2.10, to terms that shall be consistent with the extent that Holdings or the Borrower has reasonably determined following in good faith thatall material respects: (i) any or all All rights, benefits, and obligations of Buyer to the Repatriation Assets and operations associated with the Healthcare Businesses shall revert to Sellers, and following such reversion, Sellers shall be the owner and operator of the Net Asset Sale Proceeds received by a Foreign Subsidiary Repatriation Assets and Healthcare Businesses. (other than any Foreign Credit Partyii) giving rise Buyer shall transfer to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 Sellers to the extent provided hereinpermitted by Law, or all rights of Buyer under any Governmental Permits as are necessary to allow the continued operation of the Healthcare Businesses. (iiiii) repatriation Buyer shall assign to the United States of any or Sellers all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection Buyer’s executory contracts with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes third parties that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii)are Repatriation Assets, to the extent that such contracts are assignable, and Sellers shall assume the repatriation same. (iv) Sellers shall offer to employ all employees of Buyer associated with the Healthcare Businesses, including Physicians, on substantially the same terms and conditions as they are then employed under and with the same pay and benefits, and Buyer shall waive, and refrain from enforcing, any Net Asset Sale Proceedscovenants or restrictions otherwise applicable to such employees acceptance of such offers from Sellers. Buyer shall further waive, Net Insurance/Condemnation Proceeds or Excess Cash Flow and refrain from enforcing, all restrictive covenants applicable to third parties, including independent contractor Physicians, which would prohibit any such Foreign Subsidiary would no longer have material adverse tax consequences (relative third party from continuing to provide services to the relevant Foreign DispositionHealthcare Businesses following the closing of the Repatriation Transaction. (v) Buyer shall assign to Sellers 100% of Buyer’s equity, Foreign Casualty Event membership or Excess Cash Flow)control rights with respect to any subsidiaries and joint ventures that are Repatriation Assets. (vi) Buyer and Sellers shall use reasonable best efforts to obtain all necessary governmental and third-party authorizations associated with any such Repatriation Transaction within not more than 90 days following execution of definitive documents. (vii) The Repatriation Assets shall be transferred to Sellers by xxxx of sale, such Foreign Subsidiary shall promptly repatriate deed, assignment and assumption agreement, or other appropriate document of transfer upon payment by Sellers to Buyer of an amount equal to the Netted Tax Amount Repatriation Purchase Price. “Repatriation Purchase Price” means an amount equal to the Administrative Agent, which amount fair market value of the Repatriation Assets. The fair market value of the Repatriation Assets shall be applied determined by a nationally recognized independent valuation firm experienced in valuing healthcare assets and operations selected according to the pro rata prepayment mutual agreement of the Loans parties (“Valuation Firm”) and shall take into account the Liabilities assumed and capital investments made by Buyer. If the parties are unable to agree to such Valuation Firm within 20 days following Sellers delivery of the Purchase Notice, then each party shall select a valuation firm, and the valuation firms selected by the parties shall thereafter select the Valuation Firm. Sellers shall pay the Repatriation Purchase Price by wire transfer of immediately available funds at the closing of the Repatriation Transaction. Notwithstanding the foregoing, unless otherwise waived by Sellers, Buyer shall use reasonable best efforts to continue to operate the Healthcare Businesses pursuant to the terms set forth in this Section 2.12Agreement and to cooperate in good faith with Sellers until the Healthcare Businesses are transitioned back Sellers.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provisions of this Section 2.102.3, (i) to the extent that Holdings any Casualty Proceeds or the Borrower has reasonably determined in good faith that: (i) proceeds from any or all of the Net Asset Sale Proceeds received Disposition by a any Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are would be prohibited or delayed by (x) the 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 Foreign Subsidiary from being repatriated to the United StatesStates (a “Minority Interest Restriction”), an amount equal to the portion of such Net Cash Casualty Proceeds or Excess Cash Flow proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be applied to repay prepay Loans at the times provided in this Section 2.12 2.3(c), but may be retained by such the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will or applicable document would not permit repatriation to the United States (the it being understood that Borrower hereby agreeing agrees to cause such the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by or necessary under the applicable local law or applicable document to permit or minimize the delay of such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow is permitted or no longer delayed under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow 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 payable or reserved against as required in accordance with GAAP as a result thereof) to the repayment prepayment of the Loans pursuant to this Section 2.12 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 provided herein, or that Borrower has determined in its reasonable business judgment and the Lead Lenders (iiacting reasonably) have agreed that repatriation to the United States of any of or all of the such Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences, then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax consequences and (relative B) apply amounts under other cash resources that are available to Borrower and the relevant Foreign DispositionSubsidiaries to make such prepayments, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A the amount of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10any other provisions of this Subsection 2.1.9, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than net cash proceeds of any Foreign Credit Party) event giving rise to a prepayment event obligation pursuant to Section 2.10(aclauses (b) or (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from c) of this Subsection 2.1.9 by a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a attributable to Foreign Subsidiary (other than any Foreign Credit Party) Subsidiaries, in either case, are prohibited or delayed by any applicable local law Law from being repatriated or passed on to or used for the benefit of the Borrower or any U.S. Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the United StatesBorrower or any U.S. Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds net cash proceeds or Excess Cash Flow so affected will not be required to be applied to repay prepay the Loans at the times provided in this Section 2.12 Subsection 2.1.9 but may be retained by such the applicable Foreign Subsidiary so long, but only so long, as the applicable local law Law will not permit repatriation or the passing on to or otherwise using for the United States (benefit of the Borrower hereby agreeing to cause or any U.S. Subsidiary, or the Borrower believes in good faith that such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit material adverse tax consequence would result from such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds net cash proceeds or Excess Cash Flow is permitted under the applicable local lawLaw or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be immediately promptly effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds net cash proceeds or 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 payable or reserved against reasonably estimated to be payable as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12Subsection 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 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 (e) of this Subsection 2.1.9 in the written statement of a Financial Officer delivered pursuant to clause (d) of this Subsection 2.1.9.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provision of this Section 2.102.05, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition by, or any Foreign Casualty Event or any or all of the Excess Cash Flow of Involuntary Disposition of, a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.5(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 (other than each, a “Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, and to cause the applicable Foreign Subsidiary to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account 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 Foreign Subsidiary), or if the Borrower has determined in good faith that Repatriation of any Foreign Credit Party) such amount would reasonably be expected to have material adverse tax consequences (relative with respect to the relevant Foreign DispositionHoldings or its Subsidiaries, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, credit or benefit actually realized received in connection with such repatriation and any deductions permitted under Sections 243Repatriation, 245 or 245A the portion of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flowso affected (such amount, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may “Excluded Prepayment Amount”) will not be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments prepay Loans at the times provided in this Section 2.5(b); provided, that if and to the extent any such Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the one (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 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 accordance with Section 2.5(b). For the avoidance of doubt, the non-application of any Excluded Prepayment Amount pursuant to this clause (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 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds2.05(b) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied first to the pro rata prepayment Base Rate Loans and then to Term SOFR Loans in direct order of the Loans pursuant to Interest Period maturities. All prepayments under this Section 2.122.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything any provision under this Section 2.05 to the contrary pursuant to Section 2.10contrary, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.05(b)(ii) or all of Section 2.05(b)(iii) above shall not be required to be so prepaid to the extent any such Excess Cash Flow is generated by a Foreign Subsidiary or such Net Asset Sale Cash Proceeds are received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”)Subsidiary, for so long as the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated repatriation to the United States, States of any such amounts would be prohibited under any requirement of Law or conflict with the portion fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of criminal liability for any officer, director, employee, manager or member of management of such Foreign Subsidiary, and once such repatriation, unless the provisions of clause (ii) below are applicable, of any such affected Net Cash Proceeds or Excess Cash Flow so affected will is not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted prohibited under the applicable local lawrequirement of Law and, to the extent applicable, would not conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of criminal liability for the Persons described above, such repatriation will be immediately promptly effected and such repatriated repatriation of Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flow Flow, as applicable, will be promptly (and in any event not later than two ten (10) Business Days after such repatriation) applied (net of additional taxes Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 2.05 to the extent provided herein, or herein (without regard to this clause (c)); and (ii) if the repatriation by the applicable Foreign Subsidiary to the United States of any amount required to mandatorily prepay the Loans pursuant to Section 2.05(b)(ii) or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit PartySection 2.05(b)(iii) above would have result in material adverse tax consequences (relative to the relevant Foreign DispositionBorrower (including pursuant to any tax sharing arrangements or any Tax Distribution) or its Restricted Subsidiaries, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit credits or benefits actually realized in connection with such repatriation and any deductions permitted under Sections 243repatriation, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by (such Foreign Subsidiary) with respect to such Net Asset Sale Proceedsamount, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (iia “Restricted Amount”), on as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent, then the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.05(b)(ii) or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation ProceedsSection 2.05(b)(iii) above, as applicable, so retained would otherwise have been required to shall be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received reduced by the Borrower rather than Restricted Amount until such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against time as it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated may repatriate to the United States by such Foreign SubsidiaryRestricted Amount without incurring such material adverse tax liability; provided that, in the case of this clause (ii), that to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have a material adverse tax consequences (relative to the relevant Foreign Dispositionconsequence, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount Net Cash Proceeds or Excess Cash Flow, as applicable, not previously applied pursuant to the Administrative Agentpreceding clause (i), which amount shall be promptly applied to the pro rata prepayment repayment of the Loans pursuant to Section 2.05 as otherwise required above (without regard to this Section 2.12clause (c)).

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 243 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii1), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 243 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii1), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provisions of this Section 2.102.3, (i) to the extent that Holdings any Casualty Proceeds or the Borrower has reasonably determined in good faith that: (i) proceeds from any or all of the Net Asset Sale Proceeds received Disposition by a any Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are would be prohibited or delayed by (x) the 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 Foreign Subsidiary from being repatriated to the United StatesStates (a “Minority Interest Restriction”), an amount equal to the portion of such Net Cash Casualty Proceeds or Excess Cash Flow proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be applied to repay prepay Loans at the times provided in this Section 2.12 2.3(c), but may be retained by such the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will or applicable document would not permit repatriation to the United States (the it being understood that Borrower hereby agreeing agrees to cause such the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by or necessary under the applicable local law or applicable document to permit or minimize the delay of such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow is permitted or no longer delayed under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow will be promptly (and in any event not later than two Business Days after such repatriation) applied (net of costs, expenses or additional taxes payable or reserved against as required in accordance with GAAP as a result thereof) to the repayment prepayment of the Loans pursuant to this Section 2.12 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 provided herein, or that Borrower has determined in its reasonable business judgment and the Lead Lenders (iiacting reasonably) have agreed that repatriation to the United States of any of or all of the such Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences, then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax consequences and (relative B) apply amounts under other cash resources that are available to Borrower and the relevant Foreign DispositionSubsidiaries to make such prepayments, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A the amount of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 243 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii1), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provision of this Section 2.102.05, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition by, or any Foreign Casualty Event or any or all of the Excess Cash Flow of Involuntary Disposition of, a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.5(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 (other than each, a “Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, and to cause the applicable Foreign Subsidiary to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account 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 Foreign Subsidiary), or if the Borrower has determined in good faith that Repatriation of any Foreign Credit Party) such amount would reasonably be expected to have material adverse tax consequences (relative with respect to the relevant Foreign DispositionHoldings or its Subsidiaries, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, credit or benefit actually realized received in connection with such repatriation and any deductions permitted under Sections 243Repatriation, 245 or 245A the portion of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flowso affected (such amount, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may “Excluded Prepayment Amount”) will not be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments prepay Loans at the times provided in this Section 2.5(b); provided, that if and to the extent any such Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the one (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 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 accordance with Section 2.5(b).For the avoidance of doubt, the non-application of any Excluded Prepayment Amount pursuant to this clause (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 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds2.05(b) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied first to the pro rata prepayment Base Rate Loans and then to Eurodollar Rate Term SOFR Loans in direct order of the Loans pursuant to Interest Period maturities. All prepayments under this Section 2.122.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provisions of this Section 2.102.3, (i) to the extent that Holdings any Casualty Proceeds or the Borrower has reasonably determined in good faith that: (i) proceeds from any or all of the Net Asset Sale Proceeds received Disposition by a any Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are would be prohibited or delayed by (x) the 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 Foreign Subsidiary from being repatriated to the United StatesStates (a “Minority Interest Restriction”), an amount equal to the portion of such Net Cash Casualty Proceeds or Excess Cash Flow proceeds from any Asset Disposition that would be so affected (any such portion, “Restricted Proceeds”) will not be required to be applied to repay prepay Loans at the times provided in this Section 2.12 2.3(c), but may be retained by such the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will or applicable document would not permit repatriation to the United States (the it being understood that Borrower hereby agreeing agrees to cause such the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by or necessary under the applicable local law or applicable document to permit or minimize the delay of such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow is permitted or no longer delayed under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Restricted Proceeds or Excess Cash Flow 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 payable or reserved against as required in accordance with GAAP as a result thereof) to the repayment prepayment of the Loans pursuant to this Section 2.12 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 provided herein, or that Borrower has determined in its reasonable business judgment and the Lead Lenders (iiacting reasonably) have agreed that repatriation to the United States of any of or all of the such Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences, then after Borrower’s and the Subsidiaries’ use of commercially reasonable efforts to (A) eliminate such tax consequences and (relative B) apply amounts under other cash resources that are available to Borrower and the relevant Foreign DispositionSubsidiaries to make such prepayments, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A the amount of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such the applicable Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans pursuant to this Section 2.12.

Repatriation. Notwithstanding anything to the contrary pursuant to any other provision of this Section 2.102.05, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by a Foreign Subsidiary (other than any Foreign Credit Party) giving rise to a prepayment event pursuant to Section 2.10(a) (a “Foreign Disposition”), the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, or (ii) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition by, or any Foreign Casualty Event or any or all of the Excess Cash Flow of Involuntary Disposition of, a Foreign Subsidiary otherwise giving rise to a prepayment pursuant to Section 2.5(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 (other than each, a “Repatriation”; with “Repatriate” and “Repatriated” having correlative meanings) (the Borrower hereby agreeing to use commercially reasonable efforts to, and to cause the applicable Foreign Subsidiary to, take promptly all commercially reasonable actions reasonably required by such Applicable Law to permit such Repatriation taking into account 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 Foreign Subsidiary), or if the Borrower has determined in good faith that Repatriation of any Foreign Credit Party) such amount would reasonably be expected to have material adverse tax consequences (relative with respect to the relevant Foreign DispositionHoldings or its Subsidiaries, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, credit or benefit actually realized received in connection with such repatriation and any deductions permitted under Sections 243Repatriation, 245 or 245A the portion of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Cash Proceeds or Excess Cash Flowso affected (such amount, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may “Excluded Prepayment Amount”) will not be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been required to be applied to reinvestments prepay Loans at the times provided in this Section 2.5(b); provided, that if and to the extent any such Repatriation ceases to be prohibited, restricted or delayed by local Applicable Law at any time during the one (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 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 accordance with Section 2.5(b). For the avoidance of doubt, the non-application of any Excluded Prepayment Amount pursuant to this clause (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 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12), the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds2.05(b) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative Agent, which amount shall be applied first to the pro rata prepayment Base Rate Loans and then to Eurodollar Rate Loans in direct order of the Loans pursuant to Interest Period maturities. All prepayments under this Section 2.122.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Repatriation. Notwithstanding anything to the contrary pursuant to Section 2.10foregoing, to the extent that Holdings or the Borrower has reasonably determined in good faith that: (i) any or all of the Net Asset Sale Proceeds received by of any Disposition by, or Event of Loss of, a Foreign Subsidiary (other than any Foreign Credit Party) otherwise giving rise to a prepayment event pursuant to Section 2.10(a2.8(c) (a “attributable to Foreign Disposition”)Subsidiaries, the Net Insurance/Condemnation Proceeds received from a Foreign Subsidiary (other than any Foreign Credit Party) (a “Foreign Casualty Event”) or Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) are is prohibited or delayed by any applicable local law Requirements of Law from being repatriated to the United StatesBorrowers or any Domestic Subsidiary (each, a “Repatriation”; with “Repatriated” having a correlative meaning) (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to take promptly all commercially reasonable actions required by such Requirements of Law to permit such Repatriation), or if the Borrower has determined in good faith that Repatriation of any such amount would reasonably be expected to have material adverse tax consequences with respect to Amphastar or its Subsidiaries, taking into account any foreign tax credit or benefit actually received in connection with such Repatriation, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay prepay Loans at the times provided in this Section 2.12 but may be retained by such Foreign Subsidiary so long2.8; provided, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause such Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation), that if and once such repatriation of any of such affected Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow 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 as a result thereof) to the repayment of the Loans pursuant to this Section 2.12 to the extent provided herein, any such Repatriation ceases to be prohibited or delayed by applicable local Requirements of Law at any time during the one (ii1) repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow of a Foreign Subsidiary (other than any Foreign Credit Party) would have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit, benefit actually realized in connection with such repatriation and any deductions permitted under Sections 243, 245 or 245A of the Code or any similar Code provision with respect to actual distributions by such Foreign Subsidiary) with respect to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow, the Net Asset Sale Proceeds, the Net Insurance/Condemnation Proceeds or Excess Cash Flow so affected may be retained by such Foreign Subsidiary; provided that, in the case of this clause (ii), on or before year period immediately following the date on which any Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as applicable, so retained would otherwise have been the applicable mandatory prepayment pursuant to Section 2.8 was required to be applied to reinvestments or prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been required to be applied to prepayments pursuant to this Section 2.12)made, the Borrower applies an amount equal to such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Asset Sale Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against it if such Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow had been repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (ii), to the extent that the repatriation of any Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount 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 Administrative AgentAccount of the Lenders, which amount payment shall be applied to in accordance with Section 2.8(f). For the pro rata prepayment avoidance of doubt, the non-application of any such portion of the Loans mandatory prepayment amount pursuant to this Section 2.12.1.8(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), if any, with the balance to be used for working capital of such Foreign Subsidiaries. ​ ​ ​