Common use of Trapped Cash Clause in Contracts

Trapped Cash. If: (a) moneys are required to be applied in prepayment or repayment of the Facilities under this Clause 12 (Mandatory Prepayments and Cancellation), but in order to be so applied such moneys need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect such prepayment or repayment; and (b) the Company and the relevant members of the Group determine in good faith that such moneys cannot be so upstreamed or transferred without breaching a financial assistance prohibition, causing a director to breach his or her fiduciary duties to a company or without breaching some other legal prohibition, or such upstreaming or transfer is otherwise unlawful or would result in material adverse tax consequences for the Company or such relevant members of the Group, then, there will be no obligation to make such payment or prepayment until such impediment no longer applies, provided that: (i) during such period, (to the extent lawful) the monies will be placed in a Blocked Account; (ii) in the case of any impediment relating to potential material adverse tax consequences, the Company shall procure that the prepayment obligations under this Clause 12 (Mandatory Prepayments and Cancellation), shall be complied with by using the proceeds retained to repay Outstandings owing by the member of the Group which received such proceeds provided that such payment itself does not create a potential material adverse tax consequence; and (iii) the Company and the relevant members of the Group will use all reasonable endeavours to overcome any impediments described in this Clause.

Trapped Cash. If: (a) moneys are required to be applied in prepayment or repayment of the Facilities under this Clause 12 (Mandatory Prepayments and Cancellation)12, but in order to be so applied such moneys need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect such prepayment or repayment; and (b) the Company and the relevant members of the Group determine in good faith that such moneys cannot be so upstreamed or transferred without breaching a financial assistance prohibition, causing a director to breach his or her fiduciary duties to a company or without breaching some other legal prohibition, or such upstreaming or transfer is otherwise unlawful or would result in material adverse tax consequences for the Company or such relevant members of the Group, then, there will be no obligation to make such payment or prepayment until such impediment no longer applies, provided that: (i) during such period, (to the extent lawful) the monies will be placed in a Blocked Account; (ii) in the case of any impediment relating to potential material adverse tax consequences, the Company shall procure that the prepayment obligations under this Clause 12 (Mandatory Prepayments and Cancellation)12, shall be complied with by using the proceeds retained to repay Outstandings owing by the member of the Group which received such proceeds provided that such payment itself does not create a potential material adverse tax consequence; and (iii) the Company and the relevant members of the Group will use all reasonable endeavours to overcome any impediments described in this ClauseClause 12.7.