Common use of Repatriation Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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