Common use of Replacement Financing Clause in Contracts

Replacement Financing. (a) The Borrower may, subject to the terms hereof, at any time or from time to time after the Effective Date, enter into an amendment (a “Refinancing Amendment”) to effect a refinancing or replacement of all or any portion of the Term Loans or all or any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments). Each such refinancing or replacement may, at the Borrower’s option, be in the form of a new senior secured revolving credit facility, one or more series of senior secured loans or notes (each of which may be secured by the Collateral on a pari passu or junior basis to the Obligations), or with one or more series of unsecured loans or notes (collectively, the “Replacement Financing”); provided that (i) the commitments under any replacement revolving credit facility shall be documented under this Agreement and shall be utilized ratably with the remaining Revolving Credit Commitments (if any), (ii) the aggregate principal amount of such Replacement Financing shall not exceed the aggregate principal amount of such refinanced facilities, plus accrued interest, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis and be subject to the limitations applicable to such Incremental Facilities), (iii) any Replacement Financing (1) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or commitments being refinanced and (2) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or commitments being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinanced, (iv) any Replacement Financing in the form of pari passu first lien term loans shall be subject to the MFN Condition as if it were an Incremental Term Facility, (v) to the extent such Replacement Financing is secured, it shall be secured only by the Collateral and on a pari passu or junior basis with the Collateral, (vi) to the extent such Replacement Financing is secured, the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent shall, as applicable, enter into an Intercreditor Agreement, (vii) the obligors in respect of any Replacement Financing shall be Loan Parties, (viii) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or commitments being refinanced, (ix) to the extent the terms of the Replacement Financing (other than fees, pricing and optional prepayment or optional redemption terms) are not consistent with the terms of the Class of Loans or Commitments being replaced, they shall be no more restrictive, when taken as a whole, than those under such replaced Loans or Commitments (except for covenants or other provisions applicable only to periods after the latest final maturity date of all then outstanding Loans or Commitments), (x) no Lender is obligated to participate in such Replacement Financing and (xi) Replacement Financing in the form of notes or of junior lien or unsecured loans shall be documented separately from the Loan Documentation as agreed between the Borrower and the Administrative Agent. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.20, including without limitation, amendments to this Agreement to permit any Replacement Financing under the terms of the Loans Documents.

Replacement Financing. (ai) The Borrower mayNotwithstanding any other provision of this Agreement, subject Parent may substitute the cash proceeds received by Parent or a wholly owned Subsidiary of Parent (to the terms hereofextent segregated and limited in use to the consummation of the Mergers and the other transactions contemplated in this Agreement, at any time or from time to time after the Effective Date, enter funded into an amendment (a “Refinancing Amendment”escrow account with release provisions no less favorable to Parent in any material respect than the conditions precedent set forth in the Financing Commitment Letters) to effect a refinancing from consummated debt or replacement of equity offerings or asset sales for all or any portion of the Term Loans Debt Financing by reducing commitments under the Financing Commitment Letters; provided, that the aggregate amount of the Debt Financing following such reduction, together with other financial resources available to Parent (including amounts funded into an escrow account with release provisions no less favorable in any material respect to Parent than the conditions precedent set forth in the Financing Commitment Letters), is sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e). (ii) If funds in the amounts set forth in the Financing Commitment Letters or the Definitive Financing Agreements, as applicable, or any portion thereof, become unavailable, Parent shall, and shall cause its Subsidiaries, as promptly as practicable following the occurrence of such event to use its or their reasonable best efforts to obtain substitute financing sufficient, together with other financial resources available to Parent, to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e) (any such financing, a “Substitute Financing”). (iii) Notwithstanding any other provision in this Agreement, Parent may substitute commitments in respect of other financing from the same and/or alternative third-party financing sources for all or any portion of the Revolving Credit Loans Debt Financing so long as (x) all conditions precedent to the availability of such financing have been satisfied or unused Revolving Credit Commitments). Each such refinancing or replacement may, at are no less favorable in any material respect to Parent than the Borrower’s option, be conditions precedent set forth in the form Financing Commitment Letters and (y) the aggregate amount of the Debt Financing is not reduced as a new senior secured revolving credit facilityresult of such substitution if, one or more series as a result of senior secured loans or notes such reduction, such reduced amount would not be sufficient, together with other financial resources available to Parent, to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 5.10(e) (each of which may be secured by such financing, the Collateral on a pari passu or junior basis to the Obligations)“Replacement Commitments”, or and together with one or more series of unsecured loans or notes (collectivelyany Substitute Financing, the “Replacement Financing”); provided that (i) the commitments under definitive documentation for any replacement revolving credit facility shall be documented under this Agreement and shall be utilized ratably with the remaining Revolving Credit Commitments (if any), (ii) the aggregate principal amount of such Replacement Financing shall not exceed Financing, the aggregate principal amount of such refinanced facilities, plus accrued interest, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis and be subject to the limitations applicable to such Incremental Facilities), (iii) any “Replacement Financing (1) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or commitments being refinanced Documents” and (2) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or commitments being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinanced, (iv) any Replacement Financing in the form of pari passu first lien term loans shall be subject to the MFN Condition as if it were an Incremental Term Facility, (v) to the extent such Replacement Financing is secured, it shall be secured only by the Collateral and on a pari passu or junior basis with the Collateral, (vi) to the extent such Replacement Financing is secured, the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent shall, as applicable, enter into an Intercreditor Agreement, (vii) the obligors commitment letter in respect of any such Replacement Financing, the “Replacement Financing shall be Loan PartiesCommitment Letter”). (iv) In the event any Replacement Financing is obtained, (viii) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or commitments being refinanced, (ix) references in this Agreement to the extent Debt Financing shall also be deemed to refer to such Replacement Financing, and references in this Agreement to the terms of Financing Commitment Letters and the Definitive Financing Agreements shall also be deemed to refer to the Replacement Financing (other than feesCommitment Letter and Replacement Financing Documents, pricing respectively, relating to such Replacement Financing, and optional prepayment or optional redemption terms) are not consistent with the terms all obligations of the Class of Loans or Commitments being replaced, they Parent pursuant to this Section 8.04 shall be no more restrictive, when taken as a whole, than those under such replaced Loans or Commitments (except for covenants or other provisions applicable only to periods after the latest final maturity date of all then outstanding Loans or Commitments), (x) no Lender is obligated to participate in such Replacement Financing and (xi) Replacement Financing in the form of notes or of junior lien or unsecured loans shall be documented separately from the Loan Documentation as agreed between the Borrower and the Administrative Agent. (b) The effectiveness of any Refinancing Amendment shall be subject thereto to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, same extent as Parent’s obligations with respect to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.20, including without limitation, amendments to this Agreement to permit any Replacement Financing under the terms of the Loans DocumentsDebt Financing.

Replacement Financing. (a) The Borrower may, subject to the terms hereof, at any time or from time to time after the Effective Date, enter into an amendment (a “Refinancing Amendment”) to effect a refinancing or replacement of all or any portion of the Term Loans or all or any portion of the Revolving Credit Loans (or unused Revolving Credit CommitmentsCommitments or any Class thereof ). Each such refinancing or replacement may, at the Borrower’s option, be in the form of a new senior secured revolving credit facility, one or more series of senior secured loans or notes (each of which may be secured by the Collateral on a pari passu or junior basis to the Obligations), or with one or more series of unsecured loans or notes (collectively, the “Replacement Financing”); provided that (i) the commitments under any replacement revolving credit facility shall be documented under this Agreement and shall be utilized ratably with the remaining Revolving Credit Commitments (if any), (ii) the aggregate principal amount of such Replacement Financing shall not exceed the aggregate principal amount of such refinanced facilities, plus accrued interest, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis and be subject to the limitations applicable to such Incremental Facilities), (iii) any Replacement Financing (1) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or commitments being refinanced and (2) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or commitments being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinanced, (iv) any Replacement Financing in the form of pari passu first lien term loans shall be subject to the MFN Condition as if it were an Incremental Term Facility, (v) to the extent such Replacement Financing is secured, it shall be secured only by the Collateral and on a pari passu or junior basis with the Collateral, (vi) to the extent such Replacement Financing is secured, the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent shall, as applicable, enter into an Intercreditor Agreement, (vii) the obligors in respect of any Replacement Financing shall be Loan Parties, (viii) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or commitments being refinanced, (ix) to the extent the terms of the Replacement Financing (other than fees, pricing and optional prepayment or optional redemption terms) are not consistent with the terms of the Class of Loans or Commitments being replaced, they shall be no more restrictive, when taken as a whole, than those under such replaced Loans or Commitments (except for covenants or other provisions applicable only to periods after the latest final maturity date of all then outstanding Loans or Commitments), (x) no Lender is obligated to participate in such Replacement Financing and (xi) Replacement Financing in the form of notes or of junior lien or unsecured loans shall be documented separately from the Loan Documentation as agreed between the Borrower and the Administrative Agent. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.20, including without limitation, amendments to this Agreement to permit any Replacement Financing under the terms of the Loans Documents.

Replacement Financing. (a) The Borrower may, subject Subject to the terms hereofprovisions of this Section 6.12, at Deltic shall provide, and shall cause the Deltic Subsidiaries to provide, and shall use reasonable best efforts to cause its and their respective Representatives to provide, on a timely basis, all cooperation reasonably requested by Potlatch that is reasonably necessary to assist Potlatch in connection with Potlatch obtaining any time or from time to time after debt financing in connection with the Effective Date, enter into an amendment (a “Refinancing Amendment”) to effect a refinancing or replacement of all any of Deltic’s or any portion of the Term Loans or all or Deltic Subsidiaries’ Indebtedness (any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments). Each such refinancing or replacement may, at the Borrower’s option, be in the form of a new senior secured revolving credit facility, one or more series of senior secured loans or notes (each of which may be secured by the Collateral on a pari passu or junior basis to the Obligations), or with one or more series of unsecured loans or notes (collectivelydebt financing, the “Replacement Financing”); provided . (b) Notwithstanding anything in this Agreement to the contrary, (x) none of Deltic nor any of the Deltic Subsidiaries or their respective Representatives shall be required to take any action that would (i) the commitments under any replacement revolving credit facility shall be documented under this Agreement and shall be utilized ratably unreasonably interfere with the remaining Revolving Credit Commitments (if any)ongoing operations of Deltic or any Deltic Subsidiary, (ii) the aggregate principal amount cause any director, officer or other employee of such Replacement Financing Deltic or any Deltic Subsidiary to incur any personal liability (it being understood that this clause (ii) shall not exceed the aggregate principal amount of excuse any such refinanced facilitiesdirector, plus accrued interestofficer or other employee from delivering customary certificates, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis and be subject to the limitations applicable to such Incremental Facilitieslegal opinions or other customary closing documents reasonably requested by Potlatch), (iii) conflict with the organizational documents of Deltic or any Replacement Financing (1) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or commitments being refinanced and (2) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or commitments being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinancedLaws, (iv) any Replacement Financing result in the form contravention of, or a violation or breach of, or a default (with or without notice, lapse of pari passu first lien term loans shall be subject time, or both) under, this Agreement or any material Contract to the MFN Condition as if it were an Incremental Term Facilitywhich Deltic or any Deltic Subsidiary is a party, (v) provide access to or disclose information that Deltic or any Deltic Subsidiary reasonably determines is subject to any attorney-client privilege of Deltic or any Deltic Subsidiary (provided that Deltic shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (vi) result in any Lien on any asset of Deltic or any Deltic Subsidiary prior to the Effective Time; (y) none of Deltic nor any of the Deltic Subsidiaries shall be required to prepare separate financial statements for any Deltic Subsidiary or change any fiscal period and (z) no obligation of Deltic or any Deltic Subsidiary under any agreement, certificate, document or instrument provided in connection with the Financing shall be effective prior to the Effective Time. Potlatch may, with the prior written consent of Deltic, which consent shall not be unreasonably withheld, use the logos of Deltic and its Subsidiaries in connection with the Financing in a manner that is not intended to and would not be reasonably likely to harm or disparage Deltic or any Deltic Subsidiary or the reputation or goodwill of Deltic or any Deltic Subsidiary. (c) Potlatch acknowledges and agrees that neither Deltic nor any of its Affiliates nor any of its or their Representatives shall have any responsibility for, or incur or be required to incur any liability to any Person under or with respect to, the Financing or any cooperation provided pursuant to this Section 6.12. Potlatch shall (i) promptly reimburse Deltic for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Deltic or its Affiliates in connection with the Financing and/or the arrangement thereof (including the actions and cooperation contemplated by Section 6.12(a)), and (ii) indemnify and hold harmless Deltic and its Affiliates and its and their respective Representatives from and against any and all losses, claims, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) suffered by any of them in connection with the Financing and/or the arrangement thereof (including the actions and cooperation contemplated by Section 6.12(a)) or any information used in connection therewith; provided that such indemnity shall not, as to any indemnitee, be available to the extent that such Replacement Financing is securedlosses, it shall be secured only claims, damages, obligations, costs and expenses are determined by the Collateral a court of competent jurisdiction by final and on a pari passu or junior basis with the Collateral, (vi) non-appealable judgment to the extent such Replacement Financing is secured, the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent shall, as applicable, enter into an Intercreditor Agreement, (vii) the obligors in respect of any Replacement Financing shall be Loan Parties, (viii) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or commitments being refinanced, (ix) to the extent the terms of the Replacement Financing (other than fees, pricing and optional prepayment or optional redemption terms) are not consistent with the terms of the Class of Loans or Commitments being replaced, they shall be no more restrictive, when taken as a whole, than those under such replaced Loans or Commitments (except for covenants or other provisions applicable only to periods after the latest final maturity date of all then outstanding Loans or Commitments), (x) no Lender is obligated to participate in such Replacement Financing and (xi) Replacement Financing in the form of notes or of junior lien or unsecured loans shall be documented separately have resulted from the Loan Documentation as agreed between gross negligence or willful misconduct of such indemnitee or the Borrower and the Administrative Agentmaterial breach in bad faith by any indemnitee of its contractual obligations to Potlatch. (bd) The effectiveness All non-public or otherwise confidential information regarding Deltic or any Deltic Subsidiary obtained by Potlatch or any of its Affiliates or their respective Representatives or any Refinancing Amendment financing source pursuant to this Section 6.12 shall be subject kept confidential in accordance with the Confidentiality Agreement. Deltic and Potlatch acknowledge and agree that the Confidentiality Agreement is hereby amended to include all actual or prospective sources of debt financing (and Representatives of such financing sources) in the satisfaction on term “Representative” as such term is defined in the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.20, including without limitation, amendments to this Agreement to permit any Replacement Financing under the terms of the Loans DocumentsConfidentiality Agreement.

Replacement Financing. (a) The Borrower may, subject Subject to the terms hereofprovisions of this ‎Section 6.12, at Deltic shall provide, and shall cause the Deltic Subsidiaries to provide, and shall use reasonable best efforts to cause its and their respective Representatives to provide, on a timely basis, all cooperation reasonably requested by Potlatch that is reasonably necessary to assist Potlatch in connection with Potlatch obtaining any time or from time to time after debt financing in connection with the Effective Date, enter into an amendment (a “Refinancing Amendment”) to effect a refinancing or replacement of all any of Deltic’s or any portion of the Term Loans or all or Deltic Subsidiaries’ Indebtedness (any portion of the Revolving Credit Loans (or unused Revolving Credit Commitments). Each such refinancing or replacement may, at the Borrower’s option, be in the form of a new senior secured revolving credit facility, one or more series of senior secured loans or notes (each of which may be secured by the Collateral on a pari passu or junior basis to the Obligations), or with one or more series of unsecured loans or notes (collectivelydebt financing, the “Replacement Financing”); provided . (b) Notwithstanding anything in this Agreement to the contrary, (x) none of Deltic nor any of the Deltic Subsidiaries or their respective Representatives shall be required to take any action that would (i) the commitments under any replacement revolving credit facility shall be documented under this Agreement and shall be utilized ratably unreasonably interfere with the remaining Revolving Credit Commitments (if any)ongoing operations of Deltic or any Deltic Subsidiary, (ii) the aggregate principal amount cause any director, officer or other employee of such Replacement Financing Deltic or any Deltic Subsidiary to incur any personal liability (it being understood that this clause ‎(ii) shall not exceed the aggregate principal amount of excuse any such refinanced facilitiesdirector, plus accrued interestofficer or other employee from delivering customary certificates, expenses, fees and premiums, plus amounts permitted to be incurred as Incremental Facilities (and for the avoidance of doubt any amount issued pursuant to the immediately preceding clause shall reduce availability under the Incremental Facilities on a dollar-for-dollar basis and be subject to the limitations applicable to such Incremental Facilitieslegal opinions or other customary closing documents reasonably requested by Potlatch), (iii) conflict with the organizational documents of Deltic or any Replacement Financing (1) that is secured does not mature prior to, or have a weighted average life to maturity shorter than, the loans or commitments being refinanced and (2) that is unsecured does not mature prior to the date that is the 91st day following the maturity date of the loans or commitments being refinanced and the terms of such Indebtedness do not provide for any mandatory redemption (other than customary asset sale or event of loss, change of control mandatory offers to purchase and customary acceleration rights after an event of default) prior to the date that is the 91st day following the maturity date of the loans or notes being refinancedLaws, (iv) any Replacement Financing result in the form contravention of, or a violation or breach of, or a default (with or without notice, lapse of pari passu first lien term loans shall be subject time, or both) under, this Agreement or any material Contract to the MFN Condition as if it were an Incremental Term Facilitywhich Deltic or any Deltic Subsidiary is a party, (v) provide access to or disclose information that Deltic or any Deltic Subsidiary reasonably determines is subject to any attorney-client privilege of Deltic or any Deltic Subsidiary (provided that Deltic shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (vi) result in any Lien on any asset of Deltic or any Deltic Subsidiary prior to the Effective Time; (y) none of Deltic nor any of the Deltic Subsidiaries shall be required to prepare separate financial statements for any Deltic Subsidiary or change any fiscal period and (z) no obligation of Deltic or any Deltic Subsidiary under any agreement, certificate, document or instrument provided in connection with the Financing shall be effective prior to the Effective Time. Potlatch may, with the prior written consent of Deltic, which consent shall not be unreasonably withheld, use the logos of Deltic and its Subsidiaries in connection with the Financing in a manner that is not intended to and would not be reasonably likely to harm or disparage Deltic or any Deltic Subsidiary or the reputation or goodwill of Deltic or any Deltic Subsidiary. (c) Potlatch acknowledges and agrees that neither Deltic nor any of its Affiliates nor any of its or their Representatives shall have any responsibility for, or incur or be required to incur any liability to any Person under or with respect to, the Financing or any cooperation provided pursuant to this ‎Section 6.12. Potlatch shall (i) promptly reimburse Deltic for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Deltic or its Affiliates in connection with the Financing and/or the arrangement thereof (including the actions and cooperation contemplated by ‎Section 6.12(a)), and (ii) indemnify and hold harmless Deltic and its Affiliates and its and their respective Representatives from and against any and all losses, claims, damages, obligations, costs and expenses (including reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) suffered by any of them in connection with the Financing and/or the arrangement thereof (including the actions and cooperation contemplated by ‎Section 6.12(a)) or any information used in connection therewith; provided that such indemnity shall not, as to any indemnitee, be available to the extent that such Replacement Financing is securedlosses, it shall be secured only claims, damages, obligations, costs and expenses are determined by the Collateral a court of competent jurisdiction by final and on a pari passu or junior basis with the Collateral, (vi) non-appealable judgment to the extent such Replacement Financing is secured, the parties to such Replacement Financing (or their authorized agent) and the Administrative Agent shall, as applicable, enter into an Intercreditor Agreement, (vii) the obligors in respect of any Replacement Financing shall be Loan Parties, (viii) the proceeds thereof shall be applied substantially simultaneously with the incurrence thereof to permanently repay the loans or commitments being refinanced, (ix) to the extent the terms of the Replacement Financing (other than fees, pricing and optional prepayment or optional redemption terms) are not consistent with the terms of the Class of Loans or Commitments being replaced, they shall be no more restrictive, when taken as a whole, than those under such replaced Loans or Commitments (except for covenants or other provisions applicable only to periods after the latest final maturity date of all then outstanding Loans or Commitments), (x) no Lender is obligated to participate in such Replacement Financing and (xi) Replacement Financing in the form of notes or of junior lien or unsecured loans shall be documented separately have resulted from the Loan Documentation as agreed between gross negligence or willful misconduct of such indemnitee or the Borrower and the Administrative Agentmaterial breach in bad faith by any indemnitee of its contractual obligations to Potlatch. (bd) The effectiveness All non-public or otherwise confidential information regarding Deltic or any Deltic Subsidiary obtained by Potlatch or any of its Affiliates or their respective Representatives or any Refinancing Amendment financing source pursuant to this ‎Section 6.12 shall be subject kept confidential in accordance with the Confidentiality Agreement. Deltic and Potlatch acknowledge and agree that the Confidentiality Agreement is hereby amended to include all actual or prospective sources of debt financing (and Representatives of such financing sources) in the satisfaction on term “Representative” as such term is defined in the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding anything to the contrary in this Agreement (including Section 9.02), the Borrower and the Administrative Agent may enter into amendments to the Loan Documentation without the consent of any other parties hereto to effect the provisions of this Section 2.20, including without limitation, amendments to this Agreement to permit any Replacement Financing under the terms of the Loans DocumentsConfidentiality Agreement.