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Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty Event by a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayed from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shall not be required to make a prepayment at the time provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required, promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required, such repatriation of any of such Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein and # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flow could reasonably be expected to have an adverse Tax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, #[Section 2.05(b)(i) or (iii), (A)])])] to the extent that any of or all of the Net Cash Proceeds of any Asset Sale or Casualty Eventreceived by a Foreign Subsidiary giving rise to a prepayment pursuant to [Section 2.05(b)(i)] or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary (a “Foreign Prepayment Event”) are prohibited, restrictedprohibited or delayed under applicable local Law from being repatriated to the United States,Company, or could result in directors’ liability, the portion of such repatriationNet Cash Proceeds or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallExcess Cash Flow so affected will not be required to make a prepaymentbe applied to repay Loans at the timetimes provided in this Section ‎2.10 with respect[Section 2.05(b)(i) or (iii)])], as the case may be; provided that # the Company hereby agrees to such affected amounts, and instead, such amounts may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to promptly to take all commercially reasonable actions reasonably required by the applicable local law Law or other impediment to permit such repatriation),repatriation and # if following the date on which the respective payment would otherwise have been required, such repatriation of any of suchthe relevant affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),Law, and directors’ liability could not result, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (andapplied (net of additional Taxes payable or reasonably reserved against in any event not later than three (3) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs)good faith as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.10 to[Section 2.05(b)(i) or (iii)])], as the extent provided hereincase may be, and # to the extent that the BorrowerCompany has reasonably determined in good faith that repatriation of any of or all of the Net Cash Proceeds or Excess Cash Flow could reasonably be expected toof any Foreign Prepayment Event would have ana material adverse Tax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow,consequence, including the consequences of related costs, fees and expenses, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, inprovided, further, that to the caseextent that the repatriation of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if suchfrom the applicable Foreign Subsidiary would no longer have a material adverse Tax consequence, the applicable Foreign Subsidiary will promptly repatriate the applicable Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against ifand such repatriated Net Cash Proceeds or Excess Cash Flow had been repatriated.will be promptly applied (net of additional Taxes payable or reasonably reserved against in good faith as a result thereof) to the repayment of the Loans pursuant to [Section 2.05(b)(i) or (iii)])], as the case may be.

Foreign Subsidiary Restrictions.Dispositions and Excess Cash Flow. Notwithstanding any other provisions of this Section ‎2.10,‎Section 2.05, # to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty EventDisposition by a Foreign Subsidiary (“Foreign Disposition”) or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign SubsidiarySubsidiaries are prohibited, restrictedprohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallExcess Cash Flow so affected will not be required to make a prepaymentbe applied to repay Term Loans at the timetimes provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts‎Section 2.05 but 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 Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required,once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to Sections ‎2.05(b)(i) or ‎2.05(b)(ii), is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),law, such repatriation will be promptlyimmediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3)two Business Days after such repatriation could be made)repatriation) applied (whether(net of additional taxes payable or not repatriation actually occurs)reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein‎Section 2.05 and # to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or Foreign Subsidiary’s Excess Cash Flow could reasonably be expected towould have anmaterial adverse Tax consequence that is not de minimis (taking into accountcost consequences to Holdings, the Borrower, any foreign tax creditdirect or benefit actually realized in connection with such repatriation)indirect owner of the Borrower or any of the Borrower’s direct or indirect Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, thesuch Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that,that in the case of this clause (B)(ii), on or before the date that is twelve months after the date on which any such Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section ‎2.10(e)‎Section 2.05(b) or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to ‎Section 2.05(b), the Borrower shall applyapplies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepaymentsreinvestments or prepayments, as applicable, as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than asuch Foreign Subsidiary, less the amount of additional Taxestaxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that the has determined in good faith that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset SaleForeign Disposition or any Foreign Casualty Event byor any or all of the Excess Cash Flow of a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayed from being repatriatedwould have material adverse tax consequences (relative to the United States, or such repatriation or prepayment would present a material risk of liability for the applicablerelevant Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shall not be required to make a prepayment at the time provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by the applicableDisposition, Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required, promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required, such repatriation of any of such Net Cash ProceedsCasualty Event or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein and # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flow could reasonably be expected to have an adverse Tax consequence that is not de minimis (takingtaking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.07(b) (or such Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e)2.07(b)), # the Borrower shall apply applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments (in the case of Net Cash Proceeds) and to such prepayments (in the case of Excess Cash Flow) as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than asuch Foreign Subsidiary, less the amount (theNetted Tax Amount”) of additional Taxestaxes that would have been payable or reserved against it if such Net Cash Proceeds or Excess Cash Flow had been repatriated.repatriated to the United States by such Foreign Subsidiary; provided that, in the case of this clause (1), to the extent that within 12 months of the applicable prepayment event, the repatriation of any Net Cash Proceeds or Excess Cash Flow from such Foreign Subsidiary would no longer have material adverse tax consequences (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow), such Foreign Subsidiary shall promptly repatriate an amount equal to the Netted Tax Amount to the Administrative , which amount shall be applied to the pro rata prepayment of the Loans and Commitments pursuant to Section 2.07(d) or (2) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Foreign Subsidiary.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, #[Section 2.11(c) or (d), (A)])])] to the extent that any of or all of the Net Cash Proceeds of any Asset Sale or CasualtyPrepayment Event set forth in clause (a) of the definition thereof by a Foreign Subsidiary giving rise to a prepayment pursuant to [Section 2.11(c) or the portion of(d)])] (a “Foreign Prepayment Event”) or Excess Cash Flow forare prohibited or delayed by any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayedRequirement of Law from being repatriated to a Borrower, the United States,portion of such Net Proceeds or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallExcess Cash Flow so affected will not be required to make a prepaymentbe applied to repay Term Loans at the timetimes provided in this Section ‎2.10 with respect to such affected amounts,[Section 2.11(c) or (d)])], as the case may be, and instead, such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable Requirement of Law will not permit repatriation to a Borrower (the BorrowerBorrowers hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to promptly to take all actions reasonably required by the applicable local lawRequirement of Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required,once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),Requirement of Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation could be made)repatriation) applied (whether(net of additional taxes payable or not repatriation actually occurs)reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein[Section 2.11(c) or (d)])], as applicable, and # to the extent that theand for so long as a Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Prepayment Event or Excess Cash Flow could reasonably be expected towould have ana material adverse Taxtax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in [Section 2.11(c) or (d)])], as the case may be, and such amounts may be retained by the applicable Foreign Subsidiary; provided that,that when such Borrower determines in good faith that repatriation of any of or all the caseNet Proceeds of this clause (B), onany Foreign Prepayment Event or before the date that is twelve months after the date on whichExcess Cash Flow would no longer have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, such Net Proceeds or Excess Cash Flow so retained would otherwise have been required toshall be promptly (and in any event not later than three Business Days after such repatriation) applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount(net of additional Taxes that would have beentaxes payable or reserved against if such Net Cash Proceedsas a result thereof) to the repayment of the Term Loans pursuant to [Section 2.11(c) or Excess Cash Flow had been repatriated.(d)])], as applicable.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that anyProceeds or all of the Net Cash Proceeds of any Asset Sale or Casualty Event by a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayed from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallso affected will not be required to make a prepaymentbe applied to repay Term Loans at the timetimes provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts2.07(b) but may be retained by the applicable Foreign Subsidiary so long as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to use its commercially reasonable efforts to promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and and, if followingwithin 12 months of the date on which the respective payment would otherwise have been required,applicable prepayment event, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),law, such repatriation will be promptlyimmediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3)ten Business Days after such repatriation could be made)repatriation) applied (whether(net of additional taxes payable or not repatriation actually occurs)reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.102.07(b) to the extent provided hereinherein, and # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flow could reasonably be expected to have an adverse Tax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty EventDisposition by a Foreign Subsidiary orgiving rise to a prepayment event pursuant to Section 2.07(b)(ii) (a “Foreign Disposition”), the portionNet Cash Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or Excess Cash Flow for any Excess Cash Flow Period attributable toof a Foreign Subsidiary are prohibited, restrictedprohibited or delayed by applicable local law from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shall not be required to make a prepayment at the time provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by the applicable Foreign Subsidiary (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required, promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required, such repatriation of anyportion of such Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such repatriation could be made) applied (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein and # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flow could reasonably be expected to have an adverse Tax consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e), the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10,[Section 2.11] to the contrary, # to the extent that any or all of the Net Cash Proceeds of any Asset SalePrepayment Event described in clause (a) or Casualty Event(b) of the definition of such term by a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributablegiving rise to a Foreignprepayment event under [Section 2.11(c)] (a “Foreign Subsidiary Asset Sale Recovery Event”) are prohibited, restricted or delayed by applicable local law, rule or regulation from being repatriated to the United States, oran amount equal to the portion of such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallNet Cash Proceeds so affected will not be required to make a prepaymentbe paid by the Borrower in respect of the Term Loans at the timetimes provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts may be retained by[Section 2.11] so long as the applicable Foreign Subsidiarylocal law, rule or regulation will not permit repatriation to the United States (the Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to promptly to take all commercially reasonable actions reasonably required by the applicable local law Lawlaw, rule or other impedimentregulation to permit such repatriation), and if following the date on which the respective payment would otherwise have been required,once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow iswould be permitted under the applicable local law Lawlaw, rule or other impediment (or is otherwise received byregulation, the Borrower or a Subsidiary Guarantor), such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3)five (5) Business Days after the date that such repatriation couldwould be made)permitted under applicable local law, rule or regulation) prepay the Term Loans in an amount equal to such Net Cash Proceeds (net of any additional taxes payable or reserved against as a result thereof), which amount shall be applied (whether or not repatriation actually occurs) to the repayment of the Term Loans pursuant to this Section ‎2.10[Section 2.11] to the extent otherwise provided herein andor # to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds or Excess Cash Flowfrom such Foreign Subsidiary Asset Sale Recovery Event could reasonably be expected to have anresult in a material adverse Taxtax consequence that is not de minimis (taking into account any foreign tax creditto the Borrower or benefit actually realized in connection with such repatriation)the Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which any Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to prepayments pursuant to this Section ‎2.10(e),Proceeds, the Borrower shall applyhave no obligation to repay an amount equal to such Net Cash Proceeds or Excessso affected until such time that such amounts could be repatriated without incurring such material adverse tax consequence, and once any of such affected Net Cash FlowProceeds is able to be repatriated to the United States without such prepayments as ifmaterial adverse tax consequence, the Borrower will promptly (and in any event not later than five (5) Business Days after such repatriation would cease to incur such material adverse tax consequence) prepay the Term Loans in an amount equal to such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount(net of any additional Taxes that would have beentaxes payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.as a result thereof), which amount shall be applied to the repayment of the Term Loans pursuant to this [Section 2.11] to the extent otherwise provided herein.

Foreign Subsidiary Restrictions.Dispositions. Notwithstanding any other provisions of this Section ‎2.10, #2.05, to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty EventDisposition by a Foreign Subsidiary (a “Foreign Disposition”) or the portionNet Cash Proceeds of Excess Cash Flow for any Excess Cash Flow Period attributable toCasualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to [Section 2.05(b)(i)] (A) are or is prohibited, restricted or delayed by applicable local law from being repatriated to the United States, orthe portion of such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shallNet Cash Proceeds so affected will not be required to make a prepaymentbe applied to repay Term Loans at the timetimes provided in this Section ‎2.10 with respect to such affected amounts, and instead, such amounts2.05 but 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 Borrower hereby agreeingagrees to use commercially reasonable efforts to otherwise cause the applicable Foreign Subsidiary following the date on which the respective payment would otherwise have been required,to promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required,once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),law, such repatriation will be promptlyimmediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3)two Business Days after such repatriation could be made)repatriation) applied (whether(net of additional taxes payable or not repatriation actually occurs)reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.102.05 to the extent provided herein and # to the extent that the Borrower has determined in good faith that repatriation of any of or all of the Net Cash Proceeds or Excess Cash Flow could reasonably be expected toof any Foreign Disposition, any Foreign Casualty Event would have ana material adverse Taxtax cost consequence that is not de minimis (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow,Proceeds, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), on or before the date that is twelve months after the date on which anySubsidiary, so long, but only so long as, such material tax cost consequences exist, and once such material tax cost consequences no longer exist such repatriation will be immediately effected and such repatriated Net Cash Proceedsproceeds will be promptly (and in any event no later than two Business Days after such repatriation) applied (net of additional taxes payable or Excess Cash Flow so retained would otherwise have been requiredreserved against as a result thereof) to be applied to prepaymentsthe prepayment of the Loans pursuant to this Section ‎2.10(e),2.05 to the Borrower shall apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than a Foreign Subsidiary, less the amount of additional Taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.extent provided herein.

Foreign Subsidiary Restrictions. Notwithstanding any other provisions of this Section ‎2.10, # to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Casualty Event by a Foreign Subsidiary or the portion of Excess Cash Flow for any Excess Cash Flow Period attributable to a Foreign Subsidiary are prohibited, restricted or delayed from being repatriated to the United States, or such repatriation or prepayment would present a material risk of liability for the applicable Foreign Subsidiary or its directors or officers (or would give rise to a material risk of breach of fiduciary or statutory duties by any director or officer), the Borrower shall not be required to make a prepaymentTerm Loans at the timetimes provided in this Section ‎2.102.05 so long, but only so long, as the applicable local law will not permit repatriation to the jurisdiction of the Loan Parties or, with respect to such affected amounts, and instead, such amounts may be retained by the applicablea Foreign Disposition or Excess Cash Flow attributable to Foreign Subsidiaries that are Subsidiaries of a Domestic Subsidiary, to a Domestic Subsidiary (the Lead Borrower hereby agreeing to use commercially reasonable efforts to otherwise cause the applicable ForeignRestricted Subsidiary following the date on which the respective payment would otherwise have been required,that is organized in a jurisdiction other than an Agreed Security Jurisdiction to promptly to take all actions reasonably required by the applicable local law Law or other impediment to permit such repatriation), and if following the date on which the respective payment would otherwise have been required,once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow that, in each case, would otherwise be required to be used to make an offer of prepayment pursuant to [Sections 2.05(b)(i) or 2.05(b)(ii)])], is permitted under the applicable local law Law or other impediment (or is otherwise received by the Borrower or a Subsidiary Guarantor),law, an amount equal to such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3)two Business Days after such repatriation could be made)is permitted) applied (whether(net of additional taxes payable or not repatriation actually occurs)reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section ‎2.10 to the extent provided herein2.05 and # to the extent that the Lead Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition or the Excess Cash Flow could reasonably be expectedattributable to Restricted Subsidiaries that are organized in a jurisdiction other than an Agreed Security Jurisdiction would have anmaterial adverse Tax consequence that is not de minimistax cost consequences to Holdings (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation), the Lead Borrower, any direct or indirect parent entity of the Lead Borrower or any of the Lead Borrower’s direct or indirect Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, thean amount equal to such Net Cash Proceeds or Excess Cash Flow so affected maywill not be retained byrequired to be applied to repay Term Loans at the applicable Foreign Subsidiary;times provided that,in this [Section 2.05(i)]; provided that in the case of this clause (B)(ii), on or before the date that is twelve months after the date on which any such Net Cash Proceeds or Excess Cash Flow so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section ‎2.10(e)[Section 2.05(b)] or any such Excess Cash Flow would have been required to be applied to prepayments pursuant to [Section 2.05(b)], the Borrower shallBorrowers apply an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepaymentsreinvestments or prepayments, as applicable, as if such Net Cash Proceeds or Excess Cash Flow had been received by the BorrowerBorrowers rather than asuch Foreign Subsidiary, less the amount of additional Taxestaxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated.repatriated (or, if less, the Net Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary).

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