Common use of Restrictions on Payment of Certain Debt Clause in Contracts

Restrictions on Payment of Certain Debt. Make any payments (whether optional or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except (i) any such payments (other than (x) voluntary prepayments, which are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such time.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: any (a) Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt or (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (Closing Date or as amended thereafter with incurred after the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except Closing Date pursuant to Section 10.2.1, other than: (i) any payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as and when due in respect of such payments (other than (x) voluntary prepayments, which are governed by clause Borrowed Money; (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent refinancings of such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments Borrowed Money to the extent the Payment Conditions are satisfied Borrowed Money incurred in connection therewith is permitted hereunder; (iii) payment of Borrowed Money that is secured that becomes due as a result of (A) any voluntary sale or transfer of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such Borrowed Money by any combination of (x) the issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (iiiz) Excess Cash Flow Prepayments the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to the extent that Availability on the date payments of such prepaymentintercompany Debt by an Obligor to a non-Obligor, calculated both (x) immediately before and after giving effect to each such payment, the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or Event of default exists immediately before and after giving effect to any prepayment under this clause (vii), (viii) exchanges of the Permitted Convertible Notes (2019) for the Permitted Convertible Notes (2023) and repurchases or repayments of the Permitted Convertible Notes (2019) with the proceeds of the Permitted Convertible Notes (2023), provided that immediately before and after such exchanges, repurchases or repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to or greater than 17.5% of the aggregate Borrowing Base (calculated based on the most recently delivered Borrowing Base Report) on average during the thirty (30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of clauses (i) and (ii) above, (ix) on or around the Second A&R Amendment Effective Date, exchanges of Permitted Convertible Notes (2019) for an approximately equal principal amount of Permitted Convertible Notes (2023) and repurchases or repayments of such prepaymentPermitted Convertible Notes (2019) with the proceeds of such Permitted Convertible Notes (2023) and payment of interest and fees on the Permitted Convertible Notes (2019) that are being exchanged, repurchased or repaid; provided that immediately before and after such exchanges, repurchases or repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to or greater than or equal to 10.017.5% of the aggregate Borrowing Base at (calculated based on the most recently delivered Borrowing Base Report) on average during the thirty (30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of clauses (i) and (ii) above and (x) on or around the Third A&R Amendment Effective Date, exchanges of Permitted Convertible Notes (2019) for an approximately equal principal amount of Permitted Convertible Notes (2023) and repurchases or repayments of such timePermitted Convertible Notes (2019) with the proceeds of such Permitted Convertible Notes (2023) and payment of interest and fees on the Permitted Convertible Notes (2019) that are being exchanged, repurchased or repaid; provided that immediately before and after such exchanges, repurchases or repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to or greater than 17.5% of the aggregate Borrowing Base (calculated based on the most recently delivered Borrowing Base Report) on average during the thirty (30) days immediately before giving effect thereto and immediately after giving pro forma effect thereto and Parent shall have delivered a certificate to Agent certifying the satisfaction of clauses (i) and (ii) above; or (c) earnout or purchase price adjustments with respect to a Permitted Acquisition unless immediately before and after giving effect to each such payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such payment made solely from the Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account.

Restrictions on Payment of Certain Debt. Make any (a) payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debtany Debt which is subordinated to the Obligations, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any voluntary payments with respect to any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, any intercompany Debt other than payments to an Obligorobligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt as restriction set forth in effect on the date of its incurrence clause (or as amended thereafter with the consent of Agentb) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except shall not apply to (i) any payment if either: (A) (1) on a pro forma basis after giving effect to such payments payment, Net Excess Availability has been greater than an amount equal to 15% of the Maximum Facility Amount at all times during the thirty (other 30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (x3) voluntary prepaymentsthe Fixed Charge Coverage Ratio, on a pro forma basis after giving effect to such payment (calculated on a trailing twelve month basis recomputed for the most recent month for which are governed by clause financial statements have been delivered) is not less than 1.0 to 1.0; or (B) (1) average daily Net Excess Availability, on a pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, and (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, or (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms making of the Intercreditor Agreement, (ii) after Incentive Payment in accordance with the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timedefinition thereof.”

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to anyany Debt or Borrowed Money other than: (a) the Obligations; (b) with respect to any Subordinated DebtDebt permitted hereunder, except for (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such DebtDebt and (ii) voluntary prepayments of Subordinated Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (bc) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and i) regularly scheduled payments of principal, interest and fees fees, and mandatory prepayments of the Senior Note Debt and (ii) voluntary prepayments of the Senior Note Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (d) (i) regularly scheduled payments of principal, interest and fees, and mandatory prepayments of the Permitted Senior Secured Debt and (ii) voluntary prepayments of the Permitted Senior Secured Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (e) (i) regularly scheduled payments of principal, interest and fees, and mandatory prepayments of any other Borrowed Money or Debt permitted pursuant to Purchase Money Section 10.2.1 (other than the Obligations, Subordinated Debt, Senior Note Debt, Holdings Note Debt or Permitted Senior Secured Debt), in each case, on but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) not prior to its the due date therefor (or for such portion or installment thereof then due) under the agreements evidencing such Debt as in effect on the date of its incurrence Restatement Date (or as amended thereafter with the consent of Agent) unless or refinanced in accordance with Section 10.2.1(h), and (ii) voluntary prepayments of any other Borrowed Money or Debt permitted pursuant to Section 10.2.1 (other than the Payment Obligations, Subordinated Debt, Senior Note Debt, Holdings Note Debt or Permitted Senior Secured Debt), in each case, on but not prior to the due date therefor (or for such portion or installment thereof then due) under the agreements evidencing such Debt as in effect on the Restatement Date (or as amended thereafter with the consent of Agent) or refinanced in accordance with Section 10.2.1(h) so long as in the case of this clause (ii), the applicable Specified Transaction Conditions are satisfied; andhave been satisfied with respect thereto; (cf) Term payments of Intercompany Loans, so long as, with respect to payments made by a Loan Obligations Party to an External Subsidiary on account of Loans extended by an External Subsidiary to a Loan Party, the applicable Specified Transaction Conditions have been satisfied with respect thereto; (and g) any payment made with the proceeds of any Debt incurred to refinance such Debt, so long as the applicable Refinancing Debt in Conditions have been satisfied with respect thereof) except thereto; or (i) regularly scheduled payments of principal, interest and fees, and mandatory prepayments of the Holdings Note Debt (including any such payments special mandatory redemption, solely to the extent required or permitted under, and in accordance with the terms of, the Holdings Note Documents) and (other than (xii) voluntary prepayments, which are governed by prepayments of the Holdings Note Debt so long as in the case of this clause (ii) below and (y) Excess Cash Flow Prepayments), which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment applicable Specified Transaction Conditions are have been satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timewith respect thereto.

Restrictions on Payment of Certain Debt. Make Make, directly or indirectly, any payments payment or other distribution (whether optional in cash, securities or mandatoryother Property) of or in respect of principal of or interest on any Debt, or a prepaymentany payment or other distribution (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance acquisition, cancellation or acquisition) with respect to anytermination of any Debt, except: (a) Subordinated Debt, except for payments and other distributions in respect of Debt created under the Loan Documents; (b) regularly scheduled or other mandatory interest or premium payments and regularly scheduled principal payments (excluding any excess cash flow payments); (c) refinancings of principal, interest and fees, but only Debt with proceeds of other Debt to the extent permitted under by Section 10.2.2; (d) any subordination agreement relating to payment in respect of secured Debt (other than Term Debt) that becomes due as a result of the voluntary sale or transfer of the Property securing such Debt; (be) any Borrowed Money payments and distributions in respect of Debt made solely with, or solely with the Net Proceeds of, Equity Interests of Parent (other than the Obligations, any Subordinated Disqualified Equity Interests); and (f) other payments and distributions in respect of Debt and (including the Term Debt); provided that (i) Excess Availability exceeds the greater of 20% of the Commitments and $30,000,000, (ii) the Parent and its Subsidiaries have an Adjusted Fixed Charge Coverage Ratio of at least 1.15 to 1.00 and (iii) no Default or Event of Default has occurred which is continuing, in each case both before and after giving effect to such payment or distribution; provided, further, that (A) neither (1) mandatory prepayments of the Term Debt made as a result and to the extent of the proceeds of any sale, transfer or other disposition of any Term Loan Obligations and regularly scheduled Priority Collateral nor (2) payments of principalDebt made as a result and to the extent of the proceeds of any Specified Disposition (other than proceeds thereof constituting ABL Facility First Priority Collateral) shall be subject to the limitations set forth in the immediately preceding proviso, interest and fees (B) for the purpose of determining compliance with clause (i) above, Excess Availability shall be determined assuming that all remaining payments under the WAPCo Settlement are fully reserved in respect to Purchase Money Debt, but including, the WAPCo Settlement Reserve (for the avoidance of doubt, intercompany Debt other than payments giving effect to an Obligorthe first proviso set forth in the definition of such term), and (C) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (making any payment or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except (i) any such payments (other than (x) voluntary prepaymentsdistribution hereunder, which are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) Borrower Agent shall deliver to the extent such payments are not prohibited Agent a certificate from being paid pursuant to the terms a Financial Officer of the Intercreditor Agreement, Parent in form and substance reasonably satisfactory to Agent certifying compliance with clauses (iif)(ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timeabove.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) any Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any Borrowed Money (other than the Obligations, any Subordinated the Potlatch Indebtedness, Debt permitted under Section 10.2.1(g), Debt permitted under Section 10.2.1(s), and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligorpermitted under Section 10.2.1(r)) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence Closing Date (or as amended thereafter with the consent of Agent) unless (i) permitted under Section 10.2.1(n) or (ii) such repayment is made with the Payment Conditions are satisfiedproceeds of an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) any such Debt permitted under Section 10.2.1(g); (ii) an Asset Disposition permitted under clause (g) of the definition of Permitted Asset Disposition; or (iii) an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (d) payments (other than (x) voluntary prepayments, which are governed by those set forth in clause (iia) below and above) on intercompany loans, except payments by an Obligor to a Borrower; (ye) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such time.Debt permitted under Section 10.2.1

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: any (a) Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt or (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (Closing Date or as amended thereafter with incurred after the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except Closing Date pursuant to Section 10.2.1, other than: (i) any payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as and when due in respect of such payments (other than (x) voluntary prepayments, which are governed by clause Borrowed Money; (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent refinancings of such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments Borrowed Money to the extent the Payment Conditions are satisfied Borrowed Money incurred in connection therewith is permitted hereunder; (iii) payment of Borrowed Money that is secured that becomes due as a result of (A) any voluntary sale or transfer of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such Borrowed Money by any combination of (x) the issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (iiiz) Excess Cash Flow Prepayments the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to the extent that Availability on the date payments of such prepaymentintercompany Debt by an Obligor to a non-Obligor, calculated both (x) immediately before and after giving pro forma effect to each such prepaymentpayment, is greater the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; and (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or equal Event of default exists immediately before and after giving effect to 10.0% any prepayment under this clause (vii) or (c) earnout or purchase price adjustments with respect to a Permitted Acquisition unless immediately before and after giving effect to each such payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such payment made solely from the Borrowing Base at such timeExcluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) any Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any Borrowed Money (other than the Obligations, any Subordinated the Potlatch Indebtedness, Debt permitted under Section 10.2.1(g), Debt permitted under Section 10.2.1(s) and Debt under the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor11 1/2% Senior Secured Notes) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence Closing Date (or as amended thereafter with the consent of Agent) unless (i) permitted under Section 10.2.1(n) or (ii) such repayment is made with the Payment Conditions are satisfiedproceeds of an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) any such Debt permitted under Section 10.2.1(g); (ii) an Asset Disposition permitted under clause (g) of the definition of Permitted Asset Disposition; or (iii) an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (d) payments (other than (x) voluntary prepayments, which are governed by those set forth in clause (iia) below and above) on intercompany loans, except payments by an Obligor to a Borrower; (ye) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such time.Debt permitted under Section 10.2.1

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (ai) Subordinated Debt (other than any Permitted Affiliate Sub Debt, which shall be subject to clause (iii) below), except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such DebtDebt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and (cii) Term Loan Obligations (and Refinancing Debt in respect thereof) except (iA) any such payments (other than (x) voluntary prepayments, which are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iiiB) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, Agreement and (iiB) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Specified Transaction Conditions are satisfied in connection therewith, and ; (iii) Excess Cash Flow Prepayments any Permitted Affiliate Sub Debt; (iv) Borrowed Money (other than the Obligations, Subordinated Debt, the Term Loan Obligations or the Permitted Affiliate Sub Debt), except (A) required payments under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent), (B) payments in an aggregate amount not to exceed $500,000 in any Fiscal Year or (C) other payments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect Specified Transaction Conditions are satisfied in connection therewith; and (v) Earnout Obligations to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timeextent the Specified Transaction Conditions are satisfied in connection therewith.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to anyany Debt or Borrowed Money other than: (a) the Obligations; (b) with respect to any Subordinated DebtDebt permitted hereunder, except for (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such DebtDebt and (ii) voluntary prepayments of Subordinated Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (bc) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and i) regularly scheduled payments of principal, interest and fees fees, and mandatory prepayments of the Senior Note Debt and (ii) voluntary prepayments of the Senior Note Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (d) (i) regularly scheduled payments of principal, interest and fees, and mandatory prepayments of the Permitted Senior Secured Debt and (ii) voluntary prepayments of the Permitted Senior Secured Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (e) (i) regularly scheduled payments of principal, interest and fees, and mandatory prepayments of any other Borrowed Money or Debt permitted pursuant to Purchase Money Section 10.2.1 (other than the Obligations, Subordinated Debt, Senior Note Debt or Permitted Senior Secured Debt), in each case, on but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) not prior to its the due date therefor (or for such portion or installment thereof then due) under the agreements evidencing such Debt as in effect on the date of its incurrence Closing Date (or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and or refinanced in accordance with Section 10.2.1(h), and (cii) Term Loan Obligations (and Refinancing voluntary prepayments of any other Borrowed Money or Debt in respect thereof) except (i) any such payments permitted pursuant to Section 10.2.1 (other than the Obligations, Subordinated Debt, Senior Note Debt or Permitted Senior Secured Debt), in each case, on but not prior to the due date therefor (xor for such portion or installment thereof then due) voluntary prepayments, which are governed by under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent) or refinanced in accordance with Section 10.2.1(h) so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto; (f) below and payments of Intercompany Loans, so long as, with respect to payments made by a Loan Party to an External Subsidiary on account of Loans extended by an External Subsidiary to a Loan Party, the applicable Specified Transaction Conditions have been satisfied with respect thereto; or (yg) Excess Cash Flow Prepaymentsany payment made with the proceeds of any Debt incurred to refinance such Debt, which are governed by clause (iii) below) to so long as the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment applicable Refinancing Conditions are have been satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timewith respect thereto.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) any Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any Borrowed Money (other than the Obligations, any Subordinated the Potlatch Indebtedness, Debt permitted under Section 10.2.1(v), and Debt under the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor11 1/2% Senior Secured Notes) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence Closing Date (or as amended thereafter with the consent of Agent) unless (i) permitted under Section 10.2.1(n) or (ii) such repayment is made with the Payment Conditions are satisfiedproceeds of an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) any such Debt permitted under Section 10.2.1(g); (ii) an Asset Disposition permitted under clause (g) of the definition of Permitted Asset Disposition; or (iii) an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (d) payments (other than those set forth in clause (xa) voluntary prepaymentsabove) on intercompany loans, which are governed except payments by clause an Obligor to a Borrower; or (e) Debt permitted under Section 10.2.1(v) unless such repayment is made with the proceeds of: (i) Debt incurred to refinance such Debt; or (ii) below and (y) Excess Cash Flow Prepayments, which are governed an issuance of Equity Interests by clause (iii) below) to the extent such payments are Clearwater not otherwise prohibited from being paid pursuant to under the terms of the Intercreditor this Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such time.”

Restrictions on Payment of Certain Debt. Make any (a) payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debtany Debt which is subordinated to the Obligations, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any voluntary payments with respect to any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, any intercompany Debt other than payments to an Obligorobligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt as restriction set forth in effect on the date of its incurrence clause (or as amended thereafter with the consent of Agentb) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except shall not apply to (i) any payment if either: (A) (1) on a pro forma basis after giving effect to such payments payment, Net Excess Availability has been greater than an amount equal to 15% of the Maximum Facility Amount at all times during the thirty (other 30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (x3) voluntary prepaymentsthe Fixed Charge Coverage Ratio, on a pro forma basis after giving effect to such payment (calculated on a trailing twelve month basis recomputed for the most recent month for which financial statements have been delivered) is not less than 1.0 to 1.0; or (B) (1) average daily Net Excess Availability, on a pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, and (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, and (3) no Term Loans are governed by clause outstanding at the time such payment is made, or (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms making of the Intercreditor Agreement, (ii) after Incentive Payment in accordance with the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timedefinition thereof.

Restrictions on Payment of Certain Debt. Make any (a) payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debtany Debt which is subordinated to the Obligations, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any voluntary payments with respect to any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, any intercompany Debt other than payments to an Obligorobligations) prior to its due date under date; provided, however, that the agreements evidencing such Debt as restriction set forth in effect on the date of its incurrence clause (or as amended thereafter with the consent of Agentb) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except shall not apply to (i) any payment if either: (A) (1) on a pro forma basis after giving effect to such payments payment, Net Excess Availability has been greater than an amount equal to 15% of the Maximum Facility Amount at all times during the thirty (other 30) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 15% of the Maximum Facility Amount after giving effect to such payment, and (x3) voluntary prepaymentsthe Fixed Charge Coverage Ratio, on a pro forma basis after giving effect to such payment (calculated on a trailing twelve month basis recomputed for the most recent month for which financial statements have been delivered) is not less than 1.0 to 1.0; or (B) (1) average daily Net Excess Availability, on a pro forma basis after giving effect to such payment, has been greater than an amount equal to 20% of the Maximum Facility Amount for the ninety (90) day period immediately prior to the making of such payment, (2) Net Excess Availability is greater than an amount equal to 20% of the Maximum Facility Amount after giving effect to such payment, and (3) no Term Loans are governed by clause outstanding at the time such payment is made, or (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms making of the Intercreditor Agreement, (ii) after Incentive Payment in accordance with the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, and (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timedefinition thereof.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: any (a) Subordinated Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such Debt; Debt or (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (Closing Date or as amended thereafter with incurred after the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except Closing Date pursuant to Section 10.2.1, other than: (i) any payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as and when due in respect of such payments (other than (x) voluntary prepayments, which are governed by clause Borrowed Money; (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent refinancings of such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments Borrowed Money to the extent the Payment Conditions are satisfied Borrowed Money incurred in connection therewith is permitted hereunder; (iii) payment of Borrowed Money that is secured that becomes due as a result of (A) any voluntary sale or transfer of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money or (B) any casualty or condemnation proceeding (including a disposition in lieu thereof) of any assets (other than assets included in any Borrowing Base) securing such Borrowed Money; (iv) payments of or in respect of such Borrowed Money by any combination of (x) the issuance of the common stock of Parent, (y) cash payments in lieu of fractional Equity Interests in connection therewith, and (iiiz) Excess Cash Flow Prepayments the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the conversion of the Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to the extent that Availability on the date payments of such prepaymentintercompany Debt by an Obligor to a non-Obligor, calculated both (x) immediately before and after giving pro forma effect to each such prepaymentpayment, is greater the Payment Conditions are satisfied or (y) such payments are made solely from Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account and immediately before and after giving effect to each such payment no Default or Event of Default exists; (vi) other payments of or in respect of such Borrowed Money; provided that at the time of and immediately after giving effect thereto the Payment Conditions have been satisfied; and (vii) prepayments of any Borrowed Money permitted under Section 10.2.1 (other than pursuant to clause (b) thereof to the extent not permitted by the subordination provisions applicable thereto), not to exceed $5,000,000 in any Fiscal Year; provided, that no Default or equal Event of default exists immediately before and after giving effect to 10.0% any prepayment under this clause (vii) or (c) earnout or purchase price adjustments with respect to a Permitted Acquisition unless immediately before and after giving effect to each such payment the Payment Conditions are satisfied, other than so long as no Default or Event of Default exists, any such 115 payment made solely from the Borrowing Base at such timeExcluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any: (a) Subordinated Debt (other than any Permitted Affiliate Sub Debt, which shall be subject to clause (c) below), except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such DebtDebt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (b) any Borrowed Money (other than the Obligations, any Subordinated Debt and the Term Loan Obligations and regularly scheduled payments of principal, interest and fees in respect to Purchase Money Debt, but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the date of its incurrence (or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except (i) any such payments (other than (x) voluntary prepayments, which are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, which are governed by clause (iii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, Agreement and (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Specified Transaction Conditions are satisfied in connection therewith; (c) any Permitted Affiliate Sub Debt; and (d) Borrowed Money (other than the Obligations, and Subordinated Debt, the Term Loan Obligations or the Permitted Affiliate Sub Debt), except (i) required payments under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent), (ii) payments in an aggregate amount not to exceed $500,000 in any Fiscal Year or (iii) Excess Cash Flow Prepayments other payments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timeSpecified Transaction Conditions are satisfied in connection therewith.

Restrictions on Payment of Certain Debt. Make any payments (whether optional voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to anyany Debt for Borrowed Money, other than: (a) any payment of the Obligations; (b) with respect to any Subordinated DebtDebt permitted hereunder, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any subordination agreement relating to such DebtDebt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); (bc) any Borrowed Money (other than the Obligations, any Subordinated Debt and with respect to the Term Loan Obligations Obligations, (i) regularly scheduled payments of principal, interest and fees, (ii) mandatory prepayments of principal thereof, so long as, solely in connection with ECF Payments, the Loan Parties are in compliance with the Specified Transactions Test in connection therewith, and (iii) voluntary prepayments of principal thereof so long as the Loan Parties are in compliance with the Specified Transactions Test in connection therewith; (d) with respect to the PBGC Debt permitted hereunder, (i) payments in furtherance of a standard termination of a Pension Plan in accordance with the Settlement Agreement and applicable PBGC regulations; provided that the aggregate amount of all such payments made pursuant to this Section 9.2.8(d)(i) may not exceed the applicable Settlement Cap for such Fiscal Year and (ii) voluntary payments or prepayments with respect thereto so long the Loan Parties are in compliance with the Specified Transactions Test in connection therewith; and (i) regularly scheduled payments of principal, interest and fees in respect of any other Debt for Borrowed Money permitted pursuant to Purchase Money Section 9.2.1 (other than the Obligations, Subordinated Debt, the Term Loan Obligations or the PBGC Debt), in each case, on but including, for the avoidance of doubt, intercompany Debt other than payments to an Obligor) not prior to its the regularly scheduled due date therefor under the agreements evidencing such Debt as in effect on the date of its incurrence (or as amended thereafter with the consent of Agent) unless the Payment Conditions are satisfied; and (c) Term Loan Obligations (Debt, and Refinancing Debt in respect thereof) except (i) any such payments (other than (x) voluntary prepayments, which are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, which so long as the Loan Parties are governed by clause (iii) below) to in compliance with the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) after the end of the Deemed Borrowing Base Period, voluntary prepayments to the extent the Payment Conditions are satisfied Specified Transactions Test in connection therewith, and prepayments of principal under any such Debt set forth in clause (iii) Excess Cash Flow Prepayments to the extent that Availability on the date of such prepayment, calculated both immediately before and after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of the Borrowing Base at such timee)(i).