Common use of Permitted Contingent Obligations Clause in Contracts

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) in an aggregate amount of $3,000,000 or less at any time; (h) consisting of customary indemnification obligations included in contracts entered into in the Ordinary Course of Business, (i) to the extent considered Debt permitted by Section 10.2.1, (j) pursuant to guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Business.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing DateDate and set forth in Schedule 10.2.1, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan DocumentsDocuments or the Term Loan Facility; or (g) in an aggregate amount of $3,000,000 2,500,000 or less at any time. Permitted First Lien Debt: Indebtedness incurred by Borrowers for Borrowed Money; provided that (ha) consisting such Indebtedness satisfies the requirements set forth below and (b) Company shall have delivered to Agent a certificate of customary indemnification obligations included in contracts entered into in the Ordinary Course of Business, a Senior Officer (i) to the extent considered Debt permitted by Section 10.2.1designating such Indebtedness as “Permitted First Lien Debt”, (j) pursuant to guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for specifying the supply of goods initial principal amount thereof, (iii) identifying the trustee, administrative agent or services collateral agent (or for the lease of equipment that were initially entered into by Clearwater, Potlatch equivalent agent or an Affiliate of Potlatch and to which, in the case representative of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1creditors) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, thereunder and (2iv) Clearwater’s liability under certifying that such contracts will not result Indebtedness satisfies the requirements set forth in a Material Adverse Effect; this definition and that after giving effect to the incurrence thereof no Default or (l) consisting Event of obligations to make take or pay or similar payments pursuant to supply agreements entered into in Default shall have occurred and be continuing. No Indebtedness shall be Permitted First Lien Debt at any time unless it satisfies the Ordinary Course of Business.following requirements at such time:

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements Agreements, Bank Products or other banking or foreign exchange services permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewedrenewed (except by the amount of any reasonable fees and expenses incurred in connection with such extension or renewal); (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; (g) in an aggregate outstanding amount of $3,000,000 20,000,000 or less at any time; (h) consisting in respect of customary any indemnification obligations included obligation, adjustment of purchase price, earnouts, non-compete, or similar obligation of an Obligor incurred in contracts entered into in connection with the Ordinary Course consummation of Business, one or more Permitted Acquisitions or Permitted Asset Dispositions; (i) indemnification obligations to the extent considered Debt permitted by Section 10.2.1officers, (j) pursuant to guaranties by an Obligor directors and employees of the obligations Parent or any of anther Obligor with respect to lease, contracts and other commitments entered into its Subsidiaries in the Ordinary Course of Business; (kj) arising under (i) contracts Contingent Obligations with respect to Debt of Parent or any of its Subsidiaries, to the extent that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment party that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability is obligated under such contracts will not result in a Material Adverse EffectContingent Obligations could have incurred such underlying Debt or Contingent Obligations or such Contingent Obligations are permitted under Section 10.2.1; or (lk) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into unsecured guarantees by an Obligor incurred in the Ordinary Course of BusinessBusiness in favor of the raw materials and other suppliers or landlords. Permitted Convertible Note Debt: the Debt and other obligations incurred by Parent on or about the Second Amendment Effective Date pursuant to the Permitted Convertible Note Documents which include (i) the Permitted Convertible Notes and (ii) any Debt and other obligations under the Hedging Agreements and other agreements, in each case, entered into in connection with the Permitted Convertible Note Debt and Permitted Convertible Note Documents, including any renewals, extensions or refinancings thereof, as long as each Refinancing Condition is satisfied.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Original Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of (i) purchasers in connection with dispositions of Equipment Permitted Asset Dispositions and (ii) sellers in connection with Acquisitions permitted hereunder; (f) arising under the Loan DocumentsDocuments or the Second Lien Notes; or (g) in an aggregate amount of $3,000,000 5,000,000 or less at any time. Permitted Discretion: Agent’s reasonable credit judgment (from the perspective of an asset-based lender), exercised in good faith, based upon its consideration of any factor that it reasonably believes to be relevant, including, without limitation, any factor that it believes (a) could adversely affect the quantity, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount in liquidation of any Collateral; (hb) consisting suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) increases the likelihood of customary indemnification obligations included any Insolvency Proceeding involving an Obligor, or (d) creates or could result in contracts entered into in a Default or Event of Default. In exercising such judgment, Agent may consider any factors that could increase the Ordinary Course credit risk of Business, (i) lending to Borrowers on the extent considered Debt permitted by Section 10.2.1, (j) pursuant to guaranties by an Obligor security of the obligations of anther Obligor Collateral. In exercising its Permitted Discretion with respect to leasemodifying eligibility criteria for Eligible Accounts and Eligible Inventory, contracts and other commitments entered into Agent will use commercially reasonable efforts to notify Borrower Agent prior to modifying the criteria provided in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch definitions thereof on the Original Closing Date or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Businessthereafter.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of BusinessBusiness (and comparable payment items for Subsidiaries of Obligors who are not themselves Loan Parties); (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase increase, in any material manner, the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunderhereunder and Permitted Asset Dispositions; (f) arising under the Loan Documents, the Term Loan Documents or documents evidencing Debt permitted hereunder; (g) in an aggregate amount guaranties by any Obligors (or their Subsidiaries) of $3,000,000 the lease or less at other contractual obligations of other Obligors (or their Subsidiaries) provided such lease or other contractual obligations are not prohibited under any timeLoan Document; (h) consisting of customary indemnification obligations included in leases and other contracts entered into in the Ordinary Course of Business, Business and in the documentation for Permitted Acquisitions; (i) customary indemnification obligations to the extent considered Debt permitted by Section 10.2.1, title insurers; (j) pursuant to guaranties by an Obligor customary indemnification provisions in the Organic Documents of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of BusinessObligors; (k) arising customary indemnification obligations under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effectsettlement agreements; or (lk) consisting in an aggregate amount of obligations to make take $1,000,000 or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Businessless at any time.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunderentered into in the Ordinary Course of Business pursuant to this Agreement or with Agent’s prior written consent; (c) of any Borrower and its Subsidiaries existing on as of the Closing Date, including extensions and any extension or renewal renewals thereof that does do not increase the amount of such Contingent Obligation when extended Obligations as of the date of such extension or renewedrenewal; (d) incurred in the Ordinary Course of Business with respect to suretysurety bonds, appeal or performance bonds, or performance bonds and other similar obligations; (e) arising from under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies; (f) with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan DocumentsSection 8.4.2 of this Agreement; (g) consisting of reimbursement obligations from time to time owing by any Borrower to an Issuing Bank with respect to Letters of Credit (but in an aggregate amount of $3,000,000 or less no event to include reimbursement obligations at any timetime owing by a Borrower to any other Person that may issue letters of credit for the account of Borrowers); (h) consisting of customary indemnification obligations included MasTec arising from any guaranty, indemnity or other assurance of payment or performance of any equipment lease for which any other Obligor is the primary obligor; (i) arising from the Earn-Out Payments under (and as defined in) the DirectStar Purchase Agreement and subject to the terms and conditions of any subordination agreement or other tri-party agreement required by Agent, (j) of DirectStar arising from a Funding Obligation Loan under (and as defined in) the DirectStar Purchase Agreement and other payments of Net Available Cash required under (and as defined in) the DirectStar Purchase Agreement by DirectStar during the period in contracts entered into which such Funding Obligation Loan remains outstanding, and (k) other than those Contingent Obligations described in the Ordinary Course foregoing clauses of Businessthis definition, not exceeding $1,000,000 in the aggregate at any time. Permitted DirectStar Investments — cash Investments in DirectStar in amounts determined by the Borrowers so long as (i) the aggregate amount of Borrowers’ cash Investments in DirectStar does not at any time exceed $3,000,000, (ii) no Default or Event of Default exists at the time of or will exist immediately after giving effect to any such Investment, and (iii) Availability before and immediately after giving effect to any such Investment equals or exceeds $25,000,000. Permitted Distribution — any Distribution by MasTec so long as: (a) no Default or Event of Default exists before or after giving effect to such Distribution (including any Loans made hereunder to finance such Distribution); (b) MasTec is Solvent before and after giving effect to such Distribution (including any Loans made hereunder to finance such Distribution); (c) such Distribution does not contravene MasTec’s Organic Documents or violate, or cause MasTec to be in breach of or default under, (i) any provision of any Applicable Law, order, writ, judgment, injunction, decree, determination or award in effect having applicability to the extent considered Debt permitted by Section 10.2.1MasTec, (j) pursuant to guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for any indenture or loan or credit agreement or any other agreement, lease or instrument to which MasTec or any of its Subsidiaries is a party or by which it or its Properties may be bound or affected, including the supply Indenture; (d) after giving effect to such Distribution (including any Loans made hereunder to finance such Distribution), Availability is greater than $25,000,000; and (e) on the date of goods or services or for the lease of equipment that were initially entered into by Clearwatersuch Distribution, Potlatch or an Affiliate of Potlatch and a Senior Officer delivers to which, in the case Agent a certificate as to each of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added foregoing conditions and containing such pro forma balance sheets and other financial statements as a party, Agent may reasonably require in order to confirm that MasTec is Solvent before and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, after giving effect to such Distribution (1) including any Loans made hereunder to finance such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of BusinessDistribution).

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of BusinessBusiness (and comparable payment items for Subsidiaries of Obligors who are not themselves Loan Parties); (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase increase, in any material manner, the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunderhereunder and Permitted Asset Dispositions; (f) arising under the Loan Documents, the ABL Loan Documents or documents evidencing Debt permitted hereunder; (g) in an aggregate amount guaranties by any Obligors (or their Subsidiaries) of $3,000,000 the lease or less at other contractual obligations of other Obligors (or their Subsidiaries) provided such lease or other contractual obligations are not prohibited under any timeLoan Document; (h) consisting of customary indemnification obligations included in leases and other contracts entered into in the Ordinary Course of Business, Business and in the documentation for Permitted Acquisitions; (i) customary indemnification obligations to the extent considered Debt permitted by Section 10.2.1, title insurers; (j) pursuant to guaranties by an Obligor customary indemnification provisions in the Organic Documents of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of BusinessObligors; (k) arising customary indemnification obligations under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effectsettlement agreements; or (lk) consisting in an aggregate amount of obligations to make take $1,000,000 or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Businessless at any time.

Permitted Contingent Obligations. Contingent Obligations (ai) arising from endorsements of Payment Items items of payment for collection or deposit in the Ordinary Course of Business; , (bii) arising from Hedging Agreements permitted hereunder; entered into in the Ordinary Course of Business pursuant to this Agreement or with Agent’s prior written consent, (ciii) existing of any Obligor and its Subsidiaries set forth on the Closing DateSchedule 10.2.3, including extensions and any extension or renewal renewals thereof that does do not increase the amount of such Contingent Obligation when extended Obligations as of the date of such extension or renewed; renewal, (div) incurred in the Ordinary Course of Business with respect to suretysurety bonds, appeal or performance bonds, or performance bonds and other similar obligations; , (ev) arising from under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies, (vi) with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions Permitted Asset Dispositions, (vii) consisting of Equipment permitted hereunder; reimbursement obligations from time to time owing by any Borrower to Issuing Bank with respect to Letters of Credit (fbut in no event to include reimbursement obligations at any time owing by a Borrower to any other Person that may issue letters of credit for the account of Borrowers), (viii) under any Guaranty, (ix) under the Coltec/Stemco Subordinated Guaranty, provided such Coltec/Stemco Subordinated Guaranty is subordinated to the Obligations pursuant to the Xxxxxxx Sealing Subordination Agreement, (x) arising under guaranties by any Obligor (other than Xxxxxxx Sealing or Xxxxxxxx) of the Loan Documents; payment or performance of any Debt or other obligations of another Obligor permitted to be incurred under the terms of this Agreement, (gxi) in an aggregate amount of $3,000,000 or less at any time; (h) consisting of customary indemnification obligations included in contracts arising under unsecured guaranties entered into by Parent in the Ordinary Course of BusinessBusiness guaranteeing obligations and liabilities not constituting Debt of any Obligor or any Obligor’s respective Subsidiaries, (ixii) to the extent considered Debt permitted by Section 10.2.1, (j) pursuant to arising under unsecured guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into by Parent guaranteeing obligations and liabilities incurred by Foreign Subsidiaries in the Ordinary Course of Business; Business under commercial credit cards, and (kxiii) arising under indemnity agreements with respect to discontinued operations to the extent that (ia) contracts that Clearwater has assigned such Contingent Obligations have been approved by Agent or (b) the aggregate amount of such Contingent Obligations incurred under this clause (xiii) without Agent’s approval does not exceed $5,000,000. Permitted Convertible Debenture Distributions — so long as no Default or Event of Default shall have occurred and be continuing at the time of declaration or after giving effect to Potlatch the payment thereof, (a) Distributions by Borrowers and their Subsidiaries to Parent in the amount of, and concurrently with, any regularly scheduled interest payments due under the Convertible Debentures; and (b) Distributions by Borrowers and their Subsidiaries to Parent in the amount of, and concurrently with, any principal payments due under the Convertible Debentures, any cash payments due upon any conversion of the Convertible Debentures or an Affiliate any prepayments of Potlatch the Convertible Debentures permitted pursuant to Section 10.2.6, in each case to the extent that, after giving effect to any such Distribution (and any Revolver Loans made hereunder in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwatertherewith), Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of BusinessAggregate Availability shall be at least $20,000,000.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) in support of Debt for Borrowed Money existing on the Closing DateDate and identified on Schedule 1.4, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) in support of Debt permitted under Section 10.2.1(k); (e) incurred in the Ordinary Course of Business with respect to workers’ compensation insurance programs, surety, appeal or performance bonds, or other similar obligations; (ef) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (fg) arising under the Loan Documents; or (gh) in support of franchisees and licensees of the Company and its Subsidiaries in an aggregate amount of up to $3,000,000 or less 20,000,000 at any time; . Permitted Distributions: any Distributions other than Upstream Payments so long as (ha) consisting no Default or Event of customary indemnification obligations included Default exists immediately prior to or would result directly or indirectly from such Distributions, and (b) Availability immediately after giving effect to such Distribution, and Average Availability for the 90 day period prior to such Distribution (after giving pro forma effect thereto), in contracts entered into each case, shall not be less than $50,000,000. Permitted Intercompany Advances: loans, advances, capital contributions, credits, adjustments to, or payments made on behalf of or letters of credit issued for the account of, (a) any Obligor (i) to fund payments due in connection with retained layers of coverage and other insurance arrangements in the Ordinary Course of Business, Business or (iii) to the extent considered Debt permitted by Section 10.2.1, (j) pursuant to guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and fund operating expenses or other commitments entered into working capital needs in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; Business or (lb) consisting of obligations any Immaterial Subsidiary to make take fund operating expenses or pay or similar payments pursuant to supply agreements entered into other working capital needs in the Ordinary Course of BusinessBusiness to the extent the aggregate net outstanding amount of such loans, advances, capital contributions, credits, adjustments, letters of credit or payments made to or on behalf of such Immaterial Subsidiaries after the Closing Date does not increase by more than $5,000,000 in the aggregate and no Event of Default exists before or immediately after such loans, advances, capital contributions, credits, adjustments, or payments.

Permitted Contingent Obligations. Contingent Obligations (ai) arising from endorsements of Payment Items items of payment for collection or deposit in the Ordinary Course of Business; , (bii) arising from Hedging Agreements permitted hereunder; entered into in the Ordinary Course of Business pursuant to this Agreement or with Lender’s prior written consent, (ciii) existing of any Borrower and its Subsidiaries set forth on the Closing DateSchedule 10.2.3, including extensions and any extension or renewal renewals thereof that does do not increase the amount of such Contingent Obligation when extended Obligations as of the date of such extension or renewed; renewal, (div) incurred in the Ordinary Course of Business with respect to suretysurety bonds, appeal or performance bonds, or performance bonds and other similar obligations; , (ev) arising from under indemnity agreements to title insurers to cause such title insurers to issue to Lender title insurance policies, (vi) with respect to customary indemnification obligations in favor of purchasers in connection with dispositions Asset Dispositions permitted under Section 10.2.9, (vii) consisting of Equipment permitted hereunder; reimbursement obligations from time to time owing by any Borrower to Lender with respect to Letters of Credit (fbut in no event to include reimbursement obligations at any time owing by a Borrower to any other Person that may issue letters of credit for the account of Borrowers), (viii) under any Guaranty, (ix) under the Coltec/Stemco Subordinated Guaranty, (x) arising under guaranties by any Borrower of the Loan Documents; payment or performance of any Debt or other obligations of another Obligor permitted to be incurred under the terms of this Agreement, (gxi) in an aggregate amount of $3,000,000 or less at any time; (h) consisting of customary indemnification obligations included in contracts arising under unsecured guaranties entered into by any Borrower in the Ordinary Course of BusinessBusiness guaranteeing obligations and liabilities not constituting Debt of any Obligor or any Obligor’s respective Subsidiaries, (ixii) to the extent considered Debt permitted by Section 10.2.1, (j) pursuant to arising under unsecured guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into by any Borrower guaranteeing obligations and liabilities incurred by Foreign Subsidiaries in the Ordinary Course of Business; Business under commercial credit cards, (kxiii) arising under indemnity agreements with respect to discontinued operations to the extent that (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1a) such Persons Contingent Obligations have been added as parties in connection with approved by Lender or (b) the Spin-Off to enable their businesses which aggregate amount of such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-OffContingent Obligations incurred under this clause (xiii) without Lender’s approval does not exceed $1,000,000, and (2xiv) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of BusinessForeign Subsidiaries.

Permitted Contingent Obligations. Contingent Obligations (ai) arising from endorsements of Payment Items items of payment for collection or deposit in the Ordinary Course of Business; , (bii) arising from Hedging Agreements permitted hereunder; entered into in the Ordinary Course of Business pursuant to this Agreement or with Agent’s prior written consent, (ciii) existing of any Obligor and its Subsidiaries set forth on the Closing DateSchedule 10.2.3, including extensions and any extension or renewal renewals thereof that does do not increase the amount of such Contingent Obligation when extended Obligations as of the date of such extension or renewed; renewal, (div) incurred in the Ordinary Course of Business with respect to suretysurety bonds, appeal or performance bonds, or performance bonds and other similar obligations; , (ev) arising from under indemnity agreements to title insurers to cause such title insurers to issue to Agent title insurance policies, (vi) with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions Permitted Asset Dispositions, (vii) consisting of Equipment permitted hereunder; reimbursement obligations from time to time owing by any Borrower to Issuing Bank with respect to Letters of Credit (fbut in no event to include reimbursement obligations at any time owing by a Borrower to any other Person that may issue letters of credit for the account of Borrowers), (viii) under any Guaranty, (ix) under the Coltec/Stemco Subordinated Guaranty, provided such Coltec/Stemco Subordinated Guaranty is subordinated to the Obligations pursuant to the Gxxxxxx Sealing Subordination Agreement, (x) arising under guaranties by any Obligor (other than Gxxxxxx Sealing or Gxxxxxxx) of the Loan Documents; payment or performance of any Debt or other obligations of another Obligor permitted to be incurred under the terms of this Agreement, (gxi) in an aggregate amount of $3,000,000 or less at any time; (h) consisting of customary indemnification obligations included in contracts arising under unsecured guaranties entered into by Parent in the Ordinary Course of BusinessBusiness guaranteeing obligations and liabilities not constituting Debt of any Obligor or any Obligor’s respective Subsidiaries, (ixii) to the extent considered Debt permitted by Section 10.2.1, (j) pursuant to arising under unsecured guaranties by an Obligor of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into by Parent guaranteeing obligations and liabilities incurred by Foreign Subsidiaries in the Ordinary Course of Business; Business under commercial credit cards, and (kxiii) arising under indemnity agreements with respect to discontinued operations to the extent that (ia) contracts that Clearwater has assigned such Contingent Obligations have been approved by Agent or (b) the aggregate amount of such Contingent Obligations incurred under this clause (xiii) without Agent’s approval does not exceed $5,000,000. Permitted Convertible Debenture Distributions — so long as no Default or Event of Default shall have occurred and be continuing at the time of declaration or after giving effect to Potlatch the payment thereof, (a) Distributions by Borrowers and their Subsidiaries to Parent in the amount of, and concurrently with, any regularly scheduled interest payments due under the Convertible Debentures; and (b) Distributions by Borrowers and their Subsidiaries to Parent in the amount of, and concurrently with, any principal payments due under the Convertible Debentures, any cash payments due upon any conversion of the Convertible Debentures or an Affiliate any prepayments of Potlatch the Convertible Debentures permitted pursuant to Section 10.2.6, in each case to the extent that, after giving effect to any such Distribution (and any Revolver Loans made hereunder in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwatertherewith), Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of BusinessAggregate Availability shall be at least $20,000,000.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing DateDate and set forth on Schedule 1.1(b), and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewedrenewed and otherwise satisfies the Refinancing Condition; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment Property permitted hereunder; (f) arising under the Loan Documents; (g) in an aggregate amount of $3,000,000 or less at any timearising under the Senior Note Documents to the extent the underlying Senior Note Debt is otherwise permitted pursuant to Section 10.2.1(i); (h) consisting of customary indemnification obligations included in contracts entered into in arising under the Ordinary Course of Business, Permitted Senior Secured Debt Documents to the extent the underlying Permitted Senior Secured Debt is otherwise permitted pursuant to Section 10.2.1(l); (i) consisting of guarantees (x) by the Loan Parties of each other’s Debt and lease and other contractual obligations permitted under this Agreement and (y) by External Subsidiaries of each other’s and each Loan Party’s Debt and lease and other contractual obligations permitted under this Agreement or (z) by any Loan Party of any Debt and lease and other contractual obligations permitted under this Agreement of any External Subsidiary; provided that at no time shall any Contingent Obligations under this sub-clause (z) be incurred unless the Specified Transaction Conditions applicable to the extent considered Debt permitted by Section 10.2.1, incurrence of such Contingent Obligations shall have been satisfied in connection therewith; and (j) pursuant to guaranties by an Obligor consisting of the obligations Contingent Obligations of anther Obligor with respect to lease, contracts and other commitments entered into a type not described in the Ordinary Course of Business; clauses (ka) arising under through (i) contracts that Clearwater has assigned of this definition and not otherwise prohibited by the terms of this Agreement or the other Loan Documents so long as the Specified Transaction Conditions applicable to Potlatch or an Affiliate the incurrence of Potlatch such Contingent Obligations shall have been satisfied in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Businesstherewith.

Permitted Contingent Obligations. Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing DateRestatement Date and set forth on Schedule 1.1(b), and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewedrenewed and otherwise satisfies the Refinancing Condition; (d) incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment Property permitted hereunder; (f) arising under the Loan Documents; (g) in an aggregate amount of $3,000,000 or less at any timearising under the Senior Note Documents to the extent the underlying Senior Note Debt is otherwise permitted pursuant to Section 10.2.1(i); (h) arising under the Permitted Senior Secured Debt Documents to the extent the underlying Permitted Senior Secured Debt is otherwise permitted pursuant to Section 10.2.1(l); (i) consisting of customary indemnification obligations included in contracts entered into in the Ordinary Course of Businessguarantees (w) arising under any Designated Foreign Guaranty, (ix) by the Loan Parties of each other’s Debt and lease and other contractual obligations permitted under this Agreement, (y) by External Subsidiaries of each other’s and each Loan Party’s Debt and lease and other contractual obligations permitted under this Agreement or (z) by any Loan Party of any Debt and lease and other contractual obligations permitted under this Agreement of any External Subsidiary; provided that at no time shall any Contingent Obligations under sub-clause (w) or this sub-clause (z) be incurred unless the Specified Transaction Conditions applicable to the incurrence of such Contingent Obligations shall have been satisfied in connection therewith; (j) to the extent considered Debt permitted arising under the Holdings Note Documents (including in the nature of a required guaranty of the obligations thereunder by Section 10.2.1, the U.S. Borrower and the other U.S. Domiciled Loan Parties); and (k) consisting of Contingent Obligations of a type not described in clauses (a) through (j) pursuant of this definition and not otherwise prohibited by the terms of this Agreement or the other Loan Documents so long as the Specified Transaction Conditions applicable to guaranties by an Obligor the incurrence of the obligations of anther Obligor with respect to lease, contracts and other commitments entered into in the Ordinary Course of Business; (k) arising under (i) contracts that Clearwater has assigned to Potlatch or an Affiliate of Potlatch such Contingent Obligations shall have been satisfied in connection with the Spin-Off and as to which Clearwater has not been released and (ii) contracts for the supply of goods or services or for the lease of equipment that were initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch and to which, in the case of the contracts initially entered into by Clearwater, Potlatch or an Affiliate of Potlatch has been added as a party, and in the case of the contracts initially entered into by Potlatch or an Affiliate of Potlatch, Clearwater has been added as a party; and in all cases, (1) such Persons have been added as parties in connection with the Spin-Off to enable their businesses which such Persons have after the Spin-Off to continue to receive goods and services and to lease the equipment such businesses received or leased before the Spin-Off, and (2) Clearwater’s liability under such contracts will not result in a Material Adverse Effect; or (l) consisting of obligations to make take or pay or similar payments pursuant to supply agreements entered into in the Ordinary Course of Businesstherewith.