Common use of Foreign Subsidiaries Clause in Contracts

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.06, mandatory prepayments as a result of Section 2.14(b)(i) of, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property or assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrowers shall apply an amount equal to such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit Agreement or reinvested in the business of Parent or any of its Subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrowers); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effected.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.062.10, mandatory prepayments as a result of Section 2.14(b)(i2.10(c) of, or in respect of, of a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise aggregate amount of mandatory prepayments that have not been required to be applied to reinvestments or prepayments, the Borrowers prepayment of the Loans pursuant to this subclause (h) shall apply an amount equal to not exceed $10,000,000 during the life of this Agreement; provided further that such Net Cash Proceeds of any such Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i2.10(c) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit this Agreement or reinvested in the business of Parent or any of its SubsidiariesCompany as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted permitted, and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the BorrowersBorrower); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.062.10, mandatory prepayments as a result of Section 2.14(b)(i2.10(c) of, or in respect of, of a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise aggregate amount of mandatory prepayments that have not been required to be applied to reinvestments or prepayments, the Borrowers prepayment of the Loans pursuant to this subclause (h) shall apply an amount equal to not exceed $1,000,000 during the life of this Agreement; provided further that such Net Cash Proceeds of any such Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i2.10(c) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit this Agreement or reinvested in the business of Parent or any of its SubsidiariesCompany as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted permitted, and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the BorrowersBorrower); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.061.8, mandatory prepayments to the extent that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 1.8(c), the Net Cash Proceeds of any Event of Loss from a Foreign Subsidiary giving rise to a prepayment pursuant to Section 1.8(c) or Excess Cash Flow of a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 1.8(e): (i) is prohibited or delayed by applicable local law (including applicable local laws relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) or by restrictions in material constituent documents (including as a result of any minority or non-controlling ownership interests) from being distributed, repatriated or otherwise transferred to the Borrower, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied at the times provided in Section 2.14(b)(i1.8(c) ofor 1.8(e), or in respect ofas the case may be (it being agreed and understood that instead, a Foreign Subsidiary (i) such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law or material constituent document will not permit such distribution or transfer (the Borrower hereby agreeing to cause the applicable Subsidiary to use commercially reasonable efforts (as determined in the Borrower’s reasonable business judgment) to overcome or eliminate such restrictions caused by the applicable local law or material constituent document), and once such distribution or transfer of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or material constituent document such distribution or transfer will be promptly effected and such distributed or transferred Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such distribution or transfer) applied (net of (a) additional Taxes payable or reserved against as a result thereof and (b) any costs, expenses or Taxes incurred by the Borrower or an Affiliate thereof in connection with compliance with this Section 1.8(i)) to the repayment of the Term Loans pursuant to this Section 1.8 to the extent provided herein; and (ii) with respect to which the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property or assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably Borrower has determined in good faith by in consultation with the Borrowers Agent that any distribution, repatriation or other transfer thereof would have a material adverse tax cost consequence for the Borrower or any of their Subsidiaries (including the imposition of material withholding) (taking into account any foreign tax credit or benefit received in connection with such distribution, repatriation and after or transfer), then the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts Net Cash Proceeds or Excess Cash Flow so affected will not be required to mitigate such materially adverse tax consequence be applied in order to make such prepaymentsaccordance with Section 1.8(c) or 1.8(e), as applicable, and may be retained by the applicable Foreign Subsidiary so Subsidiary. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the non-application of any prepayment amounts as a consequence of this Section 1.8(i) (subject to the limitations therein) will not, for the avoidance of doubt, constitute a Default or an Event of Default for any purpose hereunder, and such amounts shall be available for working capital purposes of the Borrower and its Restricted Subsidiaries as long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been not required to be applied prepaid in accordance with this Section 1.8(i), (ii) the Borrower and its Restricted Subsidiaries shall use all commercially reasonable efforts to reinvestments overcome or prepaymentseliminate any restrictions, the Borrowers shall apply an amount equal to such Net Proceeds of delays and/or minimize any such Disposition costs of any property or assets referred to prepayment contemplated in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated clauses (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiaryi) or (Bii) of this Section 1.8(i), (iii) if at any time within one (1) year of a prepayment being forgiven due to any restrictions contemplated in clauses (i) or (ii) of this Section 1.8(i), such Net Proceeds restrictions are removed, any relevant proceeds will at the end of any such Disposition of any property or assets referred to in Section 2.14(b)(i) shall the then current Interest Period be applied to prepay Term Loans in accordance with the other provisions of this Section 1.8 and (iv) for the avoidance of doubt, nothing in this Section 1.8 shall require the Borrower to cause any Indebtedness of a Foreign Subsidiary permitted amounts to be prepaid by the Credit Agreement or reinvested in the business of Parent or any of its Subsidiaries; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrowers); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation repatriated to the United States (whether or not such amounts are used in or excluded from the Borrowers hereby agreeing to cause determination of the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriationamount of any mandatory prepayments hereunder), and once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effected.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.062.10, mandatory prepayments as a result of Section 2.14(b)(i2.10(b) of, or in respect of, of a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i2.10(b) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by Borrower in consultation with the Borrowers Administrative Agent and the Required Lenders (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise aggregate amount of mandatory prepayments that have not been required to be applied to reinvestments or prepayments, the Borrowers prepayment of the Loans pursuant to this subclause (f) shall apply an amount equal to not exceed $10,000,000 during the life of this Agreement; provided further that such Net Cash Proceeds of any such Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i2.10(b) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit this Agreement or reinvested in the business of Parent or any of its SubsidiariesCompany as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted permitted, and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the BorrowersBorrower); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.062.10, mandatory prepayments as a result of Section 2.14(b)(i2.10(c) of, or in respect of, of a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i2.10(c) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers Borrower in consultation with the Administrative Agent (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise aggregate amount of mandatory prepayments that have not been required to be applied to reinvestments or prepayments, the Borrowers prepayment of the Loans pursuant to this subclause (h) shall apply an amount equal to not exceed $10,000,000 during the life of this Agreement; provided further that such Net Cash Proceeds of any such Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i2.10(c) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit this Agreement or reinvested in the business of Parent or any of its SubsidiariesCompany as permitted to be reinvested by this Agreement; provided further that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted permitted, and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the BorrowersBorrower); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.effected.[Reserved]

Foreign Subsidiaries. Notwithstanding The Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) 66% of the voting Capital Stock of any First-Tier Foreign Subsidiary (other provisions than an Immaterial Foreign Subsidiary) and (ii) so long as the pledge thereof could not have any adverse tax consequences for the Company, 100% of all other Capital Stock of such Foreign Subsidiary shall be pledged in favor of the Administrative Agent (or a sub-agent thereof) for the benefit of the Lenders, pursuant to a Pledge Agreement. Without limiting the generality of the foregoing, in the event that the Company or any of its Domestic Subsidiaries shall form or acquire any new First-Tier Foreign Subsidiary (other than an Immaterial Foreign Subsidiary) after the Effective Date, the Company will or cause such Domestic Subsidiary to, comply with the requirements of this Section 2.06, mandatory prepayments as a result 6.09(b) promptly but in no event later than 45 days following the formation or acquisition of Section 2.14(b)(i) of, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property or assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by the Borrowers (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrowers shall apply an amount equal to such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less and in that connection the amount Company or such Domestic Subsidiary, as the case may be, shall deliver such proof of additional Taxes that would corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 5.01 on the Effective Date or as the Administrative Agent shall have requested. Notwithstanding anything herein to the contrary; (A) if at any time the aggregate assets or revenues of First-Tier Foreign Subsidiaries the shares of Capital Stock of which have not been payable pledged pursuant to this Agreement exceed $20,000,000 (as determined (in the case of assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or reserved against if such Net Proceeds fiscal year of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if lessthe Company), the Net Proceeds Company will, or cause the relevant Domestic Subsidiary to, pledge the Capital Stock of any one or more such Disposition First-Tier Foreign Subsidiaries pursuant to this Section 6.09(b) so that such condition no longer exists, promptly but in no event later than 45 days following the delivery of any property the financial statements of the Company for such fiscal quarter or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or fiscal year and (B) such Net Proceeds if at any time any First-Tier Foreign Subsidiary (the capital stock of any such Disposition of any property or assets referred which has not been pledged pursuant to in Section 2.14(b)(ithis Agreement) shall no longer be applied to prepay any Indebtedness of a an Immaterial Foreign Subsidiary permitted to be prepaid by the Credit Agreement or reinvested (as determined (in the business case of Parent assets) as of the end of and (in the case of revenues) for the most recently completed fiscal quarter or any fiscal year of its Subsidiaries; provided further that if an Event the Company), the Company will, or cause the relevant Domestic Subsidiary to, comply with the requirements of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by this Section 6.09(b) with respect to the terms Capital Stock of such Indebtedness) First-Tier Foreign Subsidiary, promptly but in no event later than 45 days following the delivery of the financial statements of the Company for such fiscal quarter or reinvestments shall be permitted and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the Borrowers); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effectedfiscal year.

Foreign Subsidiaries. Notwithstanding If Borrower shall at any other provisions time consolidate -------------------- its and any of this Section 2.06its Foreign Subsidiaries' financial statements for US tax-reporting purposes on a world-wide basis, mandatory prepayments as a result at the request of Section 2.14(b)(i) ofAgent, or in respect of, a Foreign Subsidiary (i) may be retained by the applicable Borrower shall cause such Foreign Subsidiary to execute and deliver to Agent (a) a Guaranty in form and substance reasonably satisfactory to Agent, guarantying the Obligations under the other Loan Documents, and (b) Collateral Documents in form and substance reasonably satisfactory to Agent, granting to Agent a Lien over such Foreign Subsidiary's properties and assets, in each case, to the extent the making of any such mandatory prepayment from the Net Proceeds of any Disposition of any property Guaranty or assets referred to in Section 2.14(b)(i) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith Collateral Document is not prohibited by the Borrowers (taking into account any foreign tax credit or benefit received in connection with such repatriation and after law of the Borrowers and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise have been required to be applied to reinvestments or prepayments, the Borrowers shall apply an amount equal to such Net Proceeds jurisdiction of any such Disposition formation of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less and shall cause the amount pledge of additional Taxes that would have been all of the Stock of such Foreign Subsidiary to Agent to secure all of the Obligations. In making any request under the immediately preceding sentence, Agent shall, so long as no Default or Event of Default has occurred and is continuing, exercise reasonable credit judgment and take into consideration the costs associated therewith in relation to the value or importance of such Guaranty or Collateral Documents. The security interests required to be granted pursuant to this Section shall be valid and enforceable perfected security interests prior to the rights of all third Persons and subject to no other Liens, except Permitted Encumbrances. The Collateral Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times, and such other actions shall be taken, as are required by law to establish, perfect, preserve and protect the Liens, in favor of Agent, required to be granted pursuant to such documents and all taxes, fees and other charges payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to connection therewith shall be paid in Section 2.14(b)(i) that would have been payable if received full by Borrower and such Foreign Subsidiary) or (B) such Net Proceeds . At the time of any such Disposition the execution and delivery of any property or assets referred to in Section 2.14(b)(i) the additional documents, Borrower shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted cause to be prepaid by the Credit Agreement or reinvested in the business delivered to Agent such opinions of Parent or any counsel, mortgage policies, title surveys, real estate appraisals, certificates of its Subsidiaries; provided further that if an Event of Default is then continuingtitle, no prepayment of any such Indebtedness (stock certificates and other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted and (ii) related documents as may be retained if prohibited under applicable local law (as reasonably determined requested by the Borrowers); provided Agent to assure itself that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, such repatriation shall be promptly effectedthis Section has been complied with.

Foreign Subsidiaries. Notwithstanding any other provisions of this Section 2.062.10, and subject to Section 2.10(h), mandatory prepayments as a result of Section 2.14(b)(i2.10(b) of, or in respect of, of a Foreign Subsidiary (i) may be retained by the applicable Foreign Subsidiary to the extent the making of any such mandatory prepayment from the Net Cash Proceeds of any Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i2.10(b) received by any Foreign Subsidiary would give rise to a materially adverse tax consequence as reasonably determined in good faith by Borrower in consultation with the Borrowers Administrative Agent and the Required Lenders (taking into account any foreign tax credit or benefit received in connection with such repatriation and after the Borrowers Borrower and the applicable Foreign Subsidiary have used commercially reasonable efforts to mitigate such materially adverse tax consequence in order to make such prepayments) and may be retained by the applicable Foreign Subsidiary so long as such material adverse tax consequence continues to exist; provided that (A) on or before the date on which such amounts so retained would otherwise aggregate amount of mandatory prepayments that have not been required to be applied to reinvestments or prepaymentsthe prepayment of the Loans pursuant to this subclause (f) shall not exceed $10,000,000 during the life of this Agreement; provided, the Borrowers shall apply an amount equal to further, that such Net Cash Proceeds of any such Disposition Asset Sale of any property or assets referred to in Section 2.14(b)(i) as if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been received by the Borrowers rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) had been repatriated (or, if less, the Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i) that would have been payable if received by such Foreign Subsidiary) or (B) such Net Proceeds of any such Disposition of any property or assets referred to in Section 2.14(b)(i2.10(b) shall be applied to prepay any Indebtedness of a Foreign Subsidiary permitted to be prepaid by the Credit this Agreement or reinvested in the business of Parent or any of its SubsidiariesCompany as permitted to be reinvested by this Agreement; provided further provided, further, that if an Event of Default is then continuing, no prepayment of any such Indebtedness (other than any prepayment required by the terms of such Indebtedness) or reinvestments shall be permitted permitted, and (ii) may be retained if prohibited under applicable local law (as reasonably determined by the BorrowersBorrower); provided that such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrowers Borrower hereby agreeing to cause the applicable Foreign Subsidiary to use commercially reasonable efforts to take such actions required by the applicable local law to permit such repatriation), and once such repatriation is permitted under the applicable local law, unless such prepayment amount may be retained under foregoing clause (i), such repatriation shall be promptly effected.