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

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary optional or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any any: (a) Subordinated Debt or the Thales Acquisition Debt, except for regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or Debt; (b) other 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 Closing Date date of its incurrence (or as entered into or amended thereafter with the consent of Agent)) unless the Payment Conditions are satisfied; provided, however, that Borrowers may and (c) Term Loan Obligations (and Refinancing Debt in respect thereof) except (i) prepayany such payments (other than (x) voluntary prepayments, redeemwhich are governed by clause (ii) below and (y) Excess Cash Flow Prepayments, repurchase, retire, or defease any Debt prior which are governed by clause (iii) below) to its due date so long as no Trigger Period is in effect or would result therefromthe extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement, (ii) prepayafter the end of the Deemed Borrowing Base Period, redeemvoluntary prepayments to the extent the Payment Conditions are satisfied in connection therewith, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; and (iii) prepay any Debt being refinanced with Excess Cash Flow Prepayments to the proceeds extent that Availability on the date of a refinancing permitted under Section 10.2.1; such prepayment, calculated both immediately before and (iv) so long as no Event after giving pro forma effect to such prepayment, is greater than or equal to 10.0% of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7the Borrowing Base at such time.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) any Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other any Borrowed Money (other than the Obligations, the Potlatch Indebtedness, Debt permitted under Section 10.2.1(g), Debt permitted under Section 10.2.1(s), and Debt permitted under Section 10.2.1(r)) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may ) unless (i) prepay, redeem, repurchase, retire, permitted under Section 10.2.1(n) or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period such repayment is in effect or would result therefrom; (iii) prepay any Debt being refinanced made with the proceeds of an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (c) the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) 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 (a) above) on intercompany loans, except payments by an Obligor to a refinancing Borrower; (e) Debt permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations, Subordinated Debt and Debt owed by an Obligor or a Subsidiary that is not an Obligor to an Obligor) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers and their Subsidiaries may make prepayments of Borrowed Money under this clause (ib) prepay(including, redeemwithout limitation, repurchase, retire, or defease any Debt prior voluntary prepayments from equity issuances by Cross Country not otherwise required to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease be used to prepay the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of ParentObligations) so long as so long (i) no Default or Event of Default exists or is caused thereby; (ii) upon giving pro forma effect thereto, Average Availability for the 45 day period immediately preceding the date of such prepayment and Availability as of the date of such prepayment is no Trigger Period is in effect or would result therefromless than the greater of (A) 20% of the Loan Cap, and (B) $13,000,000; (iii) prepay any Debt being refinanced with the proceeds Fixed Charge Coverage Ratio for the 12 month period ending on the date of the financial statements most recently required to be delivered pursuant to Section 10.1.2(b), determined on a refinancing permitted under Section 10.2.1pro forma basis after giving effect to such prepayment, is greater than 1:0 to 1:0, whether or not a Trigger Period (FCCR) exists; (iv) each of the Person making such prepayment and Obligors taken as a whole is Solvent after giving effect to such prepayment; and (ivv) so long such prepayment does not violate Applicable Law; provided, further, that satisfaction of the condition in clause (iii) of this sentence shall not be required with respect to any prepayment of the Second Lien Debt within 150 days of the Third Amendment Date from proceeds of an Equities Securities Issuance by Cross Country. For the avoidance of doubt, notwithstanding anything else herein to the contrary, the conversion of the Subordinated Notes to common equity of Borrower in accordance with the terms of the Subordinated Debt Documents (as no Event defined in the Subordination Agreement) as in effect on the date hereof, shall be permitted. (t) By deleting Section 12.10.1 of Default has occurred the Loan Agreement in its entirety and is continuing, prepay any intercompany loans permitted by Section 10.2.7.substituting the following in lieu thereof:

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) any Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other any Borrowed Money (other than the Obligations, the Potlatch Indebtedness, Debt permitted under Section 10.2.1(g), Debt permitted under Section 10.2.1(s) and Debt under the 11 1/2% Senior Secured Notes) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may ) unless (i) prepay, redeem, repurchase, retire, permitted under Section 10.2.1(n) or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period such repayment is in effect or would result therefrom; (iii) prepay any Debt being refinanced made with the proceeds of an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (c) the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) 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 (a) above) on intercompany loans, except payments by an Obligor to a refinancing Borrower; (e) Debt permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under the Term Loan Documents and any intercreditor or subordination agreement relating to such Debt (and, other than with respect to permitted payments of regularly scheduled principal, interest and fees in the ordinary course, 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or such due date may be as entered into amended thereafter, (x) with respect to the Term Loan Obligations, in accordance with the Term Loan Intercreditor Agreement or amended thereafter (y) with respect to any other Borrowed Money, with the consent of Agent); provided, howeverexcept the following, that Borrowers may but in each case only as permitted under the Term Loan Documents and the Term Loan Intercreditor Agreement: (i) prepaypayments of (1) regularly scheduled principal, redeeminterest, repurchasemandatory prepayments, retireand fees (including any prepayment premium) in respect of the Term Loan Obligations or (2) expense reimbursement or indemnification payments in respect of the Term Loan Obligations, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, each case under and in accordance with the Term Loan Agreement; and (ii) prepayin each case subject to the satisfaction of the Payment Conditions, redeem, repurchase, retire, any voluntary payment or defease prepayment of Term Loan Obligations pursuant to the Thales Acquisition Debt with Term Loan Agreement and any other payment or prepayment of Term Loan Obligations pursuant to the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is Term Loan Agreement not otherwise addressed in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under this Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.710.2.8(b).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as entered into and when due in respect of such Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the 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 amended thereafter 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 (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the consent conversion of Agentthe Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (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; 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, howeverthat no Default or Event of default exists immediately before and after giving effect to 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, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date other than so long as no Trigger Period is in effect Default or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuingexists, prepay any intercompany loans permitted by Section 10.2.7such 115 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 payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any any: (a) Subordinated Debt or the Thales Acquisition (other than any Permitted Affiliate Sub Debt, which shall be subject to clause (c) below), except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or ; (b) Term Loan Obligations except (i) any such payments (other than voluntary prepayments, which are governed by clause (ii) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement and (ii) voluntary prepayments to the extent the Specified Transaction Conditions are satisfied in connection therewith; (c) any Permitted Affiliate Sub Debt; and (d) Borrowed Money (other than the Obligations, Subordinated Debt, the Term Loan Obligations or the Permitted Affiliate Sub Debt), except (i) prior to its due date required payments under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, payments in an aggregate amount not to exceed $500,000 in any Fiscal Year or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with other payments to the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7extent the Specified Transaction Conditions are satisfied in connection therewith.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Debt for Borrowed Money, other than: (a) any payment of the Obligations; (b) with respect to any Subordinated Debt or the Thales Acquisition Debtpermitted hereunder, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); (c) with respect to the Term Loan 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 (bi) regularly scheduled payments of principal, interest and fees of any other Debt for Borrowed Money permitted pursuant to Section 9.2.1 (other than the Obligations) , Subordinated Debt, the Term Loan Obligations or the PBGC Debt), in each case, on but not prior to its the regularly scheduled due date therefor under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); providedDebt, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, and (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is the Loan Parties are in effect or would result therefrom; (iii) prepay any Debt being refinanced compliance with the proceeds Specified Transactions Test in connection therewith, prepayments of a refinancing permitted principal under Section 10.2.1; and any such Debt set forth in clause (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7e)(i).

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Debt or Borrowed Money other than: (a) the Obligations; (b) with respect to any Subordinated Debt or the Thales Acquisition Debtpermitted hereunder, except (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such Debt and (and a Senior Officer ii) voluntary prepayments of Borrower Agent shall certify to AgentSubordinated Debt so long as in the case of this clause (ii), not less than five Business Days prior to the date of payment, that all conditions under such agreement applicable Specified Transaction Conditions have been satisfiedsatisfied with respect thereto; (c) (i) regularly scheduled payments of principal, interest and 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); or , the applicable Specified Transaction Conditions have been satisfied with respect thereto; (bd) (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 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 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 Closing Date (or as entered into or amended thereafter with the consent of Agent) or refinanced in accordance with Section 10.2.1(h); provided, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, and (ii) prepayvoluntary prepayments of any other Borrowed Money or Debt permitted pursuant to Section 10.2.1 (other than the Obligations, redeemSubordinated Debt, repurchaseSenior Note Debt or Permitted Senior Secured Debt), retirein each case, on but not prior to the due date therefor (or defease for such portion or installment thereof then due) under the Thales Acquisition agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the cash proceeds consent of an offering of Parent’s Equity Interests (whether a public offering Agent) or a private placement to non-Affiliates of Parentrefinanced 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) payments of Intercompany Loans, so long as no Trigger Period is in effect or would result therefromas, 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 (iiig) prepay any Debt being refinanced payment made with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) any Debt incurred to refinance such Debt, so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7the applicable Refinancing Conditions have been satisfied with respect thereto.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as entered into and when due in respect of such Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the 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 amended thereafter 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 solely by issuance of the common stock of Parent; (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (x) immediately before and after giving effect to each such payment, the consent 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 AgentDefault 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, howeverthat no Default or Event of default exists immediately before and after giving effect to 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, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date other than so long as no Trigger Period is in effect Default or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuingexists, prepay any intercompany loans permitted by Section 10.2.7such 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 payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any any: (ai) Subordinated Debt or the Thales Acquisition (other than any Permitted Affiliate Sub Debt, which shall be subject to clause (iii) below), except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or ; (bii) Term Loan Obligations except (A) any such payments (other than voluntary prepayments, which are governed by clause (B) below) to the extent such payments are not prohibited from being paid pursuant to the terms of the Intercreditor Agreement and (B) voluntary prepayments to the extent the Specified Transaction Conditions are satisfied in connection therewith; (iii) 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) prior to its due date required payments under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (iiB) prepay, redeem, repurchase, retire, payments in an aggregate amount not to exceed $500,000 in any Fiscal Year or defease (C) other payments to the Thales Acquisition Debt with extent the cash proceeds of an offering of Parent’s Equity Interests Specified Transaction Conditions are satisfied in connection therewith; and (whether a public offering or a private placement v) Earnout Obligations to non-Affiliates of Parent) so long as so long as no Trigger Period is the extent the Specified Transaction Conditions are satisfied in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuing, prepay any intercompany loans permitted by Section 10.2.7connection therewith.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) any Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other any Borrowed Money (other than the Obligations, the Potlatch Indebtedness, Debt permitted under Section 10.2.1(v), and Debt under the 11 1/2% Senior Secured Notes) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date (or as entered into or amended thereafter with the consent of Agent); provided, however, that Borrowers may ) unless (i) prepay, redeem, repurchase, retire, permitted under Section 10.2.1(n) or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period such repayment is in effect or would result therefrom; (iii) prepay any Debt being refinanced made with the proceeds of a refinancing an issuance of Equity Interests by Clearwater not otherwise prohibited under the terms of this Agreement; (c) the Potlatch Indebtedness unless such repayment is made with the proceeds of (i) Debt permitted under Section 10.2.110.2.1(g); and (ivii) so long as no Event an Asset Disposition permitted under clause (g) of Default has occurred and 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 (a) above) on intercompany loans, except payments by an Obligor to a Borrower; or (e) Debt permitted under Section 10.2.1(v) unless such repayment is continuing, prepay any intercompany loans permitted made with the proceeds of: (i) Debt incurred to refinance such Debt; or (ii) an issuance of Equity Interests by Section 10.2.7Clearwater not otherwise prohibited under the terms of this Agreement.”

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as entered into and when due in respect of such Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the 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 amended thereafter 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 (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the consent conversion of Agentthe Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (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, howeverthat 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 Borrowers may immediately before and after such exchanges, repurchases or repayments (i) prepayno 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, redeem(ix) on or around the Second A&R Amendment Effective Date, repurchaseexchanges of Permitted Convertible Notes (2019) for an approximately equal principal amount of Permitted Convertible Notes (2023) and repurchases or repayments of such Permitted 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, retirerepurchased or repaid; provided that immediately before and after such exchanges, repurchases or defease any Debt prior repayments (i) no Default or Event of Default exists and (ii) Availability is in an amount equal to its due date 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 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 Permitted 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 Trigger Period is in effect Default or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuingexists, prepay any intercompany loans permitted by Section 10.2.7such 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 payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any Debt or Borrowed Money other than: (a) the Obligations; (b) with respect to any Subordinated Debt or the Thales Acquisition Debtpermitted hereunder, except (i) regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such Debt and (and a Senior Officer ii) voluntary prepayments of Borrower Agent shall certify to AgentSubordinated Debt so long as in the case of this clause (ii), not less than five Business Days prior to the date of payment, that all conditions under such agreement applicable Specified Transaction Conditions have been satisfiedsatisfied with respect thereto; (c) (i) regularly scheduled payments of principal, interest and 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); or , the applicable Specified Transaction Conditions have been satisfied with respect thereto; (bd) (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 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 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 Closing Restatement Date (or as entered into or amended thereafter with the consent of Agent) or refinanced in accordance with Section 10.2.1(h); provided, however, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date so long as no Trigger Period is in effect or would result therefrom, and (ii) prepayvoluntary prepayments of any other Borrowed Money or Debt permitted pursuant to Section 10.2.1 (other than the Obligations, redeemSubordinated Debt, repurchaseSenior Note Debt, retireHoldings Note Debt or Permitted Senior Secured Debt), in each case, on but not prior to the due date therefor (or defease for such portion or installment thereof then due) under the Thales Acquisition agreements evidencing such Debt as in effect on the Restatement Date (or as amended thereafter with the cash proceeds consent of an offering of Parent’s Equity Interests (whether a public offering Agent) or a private placement to non-Affiliates of Parentrefinanced 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) payments of Intercompany Loans, so long as no Trigger Period is in effect or would result therefrom; 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; (iiig) prepay any Debt being refinanced payment made with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) any Debt incurred to refinance such Debt, so long as no Event the applicable Refinancing Conditions have been satisfied with respect thereto; or (i) regularly scheduled payments of Default has occurred principal, interest and is continuingfees, prepay and mandatory prepayments of the Holdings Note Debt (including any intercompany loans special mandatory redemption, solely to the extent required or permitted by Section 10.2.7under, and in accordance with the terms of, the Holdings Note Documents) and (ii) voluntary prepayments of the Holdings Note Debt so long as in the case of this clause (ii), the applicable Specified Transaction Conditions have been satisfied with respect thereto.

Restrictions on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt or the Thales Acquisition Debt, except regularly scheduled payments of principal, interest and fees, but only to the extent permitted under any intercreditor or subordination agreement relating to such 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); or (b) other Borrowed Money (other than the Obligations) prior to its due date under the agreements evidencing such Debt as in effect on the Closing Date or incurred after the Closing Date pursuant to Section 10.2.1, other than: (i) payment of regularly scheduled interest and principal payments or reimbursement obligations under letters of credit, in each case, as entered into and when due in respect of such Borrowed Money; (ii) refinancings of such Borrowed Money to the extent the 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 amended thereafter 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 (z) the making of any Distribution, or other payment, permitted by Section 10.2.4 hereof, including, without limitation, in connection with the consent conversion of Agentthe Permitted Convertible Note Debt, (v) payments of intercompany Debt so long as, with respect to payments of intercompany Debt by an Obligor to a non-Obligor, (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; 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, howeverthat no Default or Event of default exists immediately before and after giving effect to 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, that Borrowers may (i) prepay, redeem, repurchase, retire, or defease any Debt prior to its due date other than so long as no Trigger Period is in effect Default or would result therefrom, (ii) prepay, redeem, repurchase, retire, or defease the Thales Acquisition Debt with the cash proceeds of an offering of Parent’s Equity Interests (whether a public offering or a private placement to non-Affiliates of Parent) so long as so long as no Trigger Period is in effect or would result therefrom; (iii) prepay any Debt being refinanced with the proceeds of a refinancing permitted under Section 10.2.1; and (iv) so long as no Event of Default has occurred and is continuingexists, prepay any intercompany loans permitted by Section 10.2.7such payment made solely from the Excluded IP Asset Proceeds deposited in the Excluded IP Asset Proceeds Account.