Common use of Settlement Report Clause in Contracts

Settlement Report. a report delivered by the Agent to the Lenders summarizing the Revolving Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined in the UCC. Solvent – as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured, and unliquidated liabilities), (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of such Person as they become absolute and matured, (c) is able to pay all of its debts as they mature, (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay, or defraud either present or future creditors of such Person or any of its Affiliates. As used in this definition, “fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either (A) pro-forma Availability is greater than 30.0% of Revolving Commitments or (B) pro-forma Availability is greater than 20.0% of Revolving Commitments and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals or exceeds 1.10 to 1.00.

Settlement Report. a report delivered by the Agent to the Lenders summarizing the Revolving amount of the outstanding Revolver Loans and participations in LC Obligations outstanding as of a the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Software — shall have the meaning given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined term “software” in the UCC. Solvent – — as to any Person, such Person (ai) owns Property whose fair salable saleable value is greater than the amount required to pay all of its such Person’s debts (including contingent, subordinated, unmatured, and unliquidated identified contingent liabilities), (bii) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingentidentified contingent liabilities), subordinated, unmatured, and unliquidated liabilities) of such Person as they become absolute and matured, (ciii) is able to pay all of its debts as they such debts mature, (div) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (ev) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, and (fvi) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any of the Loan Documents, or made any conveyance pursuant to or in connection therewith, with actual intent to hinder, delay, delay or defraud either present or future creditors of such Person or any of its AffiliatesSubsidiaries. As used in this definitionherein, the term “fair salable saleable value” of a Person’s assets means the amount that could may be obtained for assets realized within a reasonable time, either through collection or through sale under ordinary selling conditions of such assets at the regular market value, based upon the amount that could be obtained for such assets within such period by a capable and diligent seller to from an interested buyer who is willing (but is under no compulsion) to purchasepurchase under ordinary selling conditions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either Statutory Reserves — on any date, the percentage (Aexpressed as a decimal) pro-forma Availability established by the Board of Governors which is greater the then stated maximum rate for all reserves (including all basic, emergency, supplemental or other marginal reserve requirements and taking into account any transitional adjustments or other scheduled in reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to said Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Stemco Holdings — as defined in the preamble to this Agreement. Stemco Holdings Delaware — as defined in the preamble to this Agreement. Stemco LP (DE) — as defined in the preamble to this Agreement. Stemco LP (TX) as defined in the preamble to this Agreement. Stemco Pledge Agreement — the Pledge Agreement, dated March 11, 2005, executed by Coltec in favor of Stemco LP (DE), pursuant to which Coltec grants Stemco LP (DE) a Lien in the equity interests Coltec owns of both Stemco Holdings and Stemco LP (TX). Stemco Subordinated Note — the subordinated promissory note, dated March 11, 2005, made by Stemco LP (TX) and payable to the order of Stemco LP (DE) in the original principal amount of $153,865,000. Stemco Subordination Agreement — the Amended and Restated Subordination Agreement between Stemco LP (DE) and the Agent, subordinating the Debt evidenced by the Stemco Subordinated Note and the Coltec/Stemco Subordinated Guaranty to the Obligations and the Lien granted to Stemco LP (DE) pursuant to the Stemco Pledge Agreement to Agent’s Liens. Subordinated Debt — any (i) Debt evidenced by the Coltec Subordinated Note that is at all times subject to the ▇▇▇▇▇▇▇ Sealing Subordination Agreement, (ii) Debt evidenced by the Stemco Subordinated Note that is at all times subject to the Stemco Subordination Agreement, (iii) Debt that is at all times subject to the Intercompany Subordination Agreement, (iv) Debt owing from ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ Sealing pursuant to the terms of that certain Letter Agreement dated as of September 13, 1996 (provided that such Debt is subordinated to the Obligations on terms satisfactory to Agent pursuant to a Subordination Agreement); and (v) other Debt incurred by an Obligor that is expressly subordinated and made junior in right of payment to the Full Payment of the Obligations and, to the extent that such Debt is incurred on or after the Closing Date, such Debt is payable on terms and conditions (including terms relating to interest, fees, repayment and subordination) that are reasonably satisfactory to Agent. Subordination Agreement — the ▇▇▇▇▇▇▇ Sealing Subordination Agreement, Stemco Subordination Agreement, Intercompany Subordination Agreement, and any other subordination agreement executed and delivered after the Closing Date on terms and conditions acceptable to Agent. Subsidiary Guarantor and Subsidiary Guarantors — as defined in the preamble to this Agreement. Subsidiary — any Person in which more than 30.050% of Revolving Commitments its outstanding Voting Securities or (B) pro-forma Availability is greater more than 20.050% of Revolving Commitments all Equity Interests is owned directly or indirectly by Parent, by one or more other Subsidiaries of Parent or by Parent and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals one or exceeds 1.10 to 1.00more other Subsidiaries.

Settlement Report. a report delivered by the Agent to the Lenders summarizing the Revolving Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Loan Commitments. Software – as defined in the UCC. Solvent – - as to any Person, such Person (a) owns Property and cash and Cash Equivalents whose fair salable value (as defined below) is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities), ; (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities) of such Person as they become absolute and matured, ; (c) is able to pay all of its debts as they mature, ; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, ; and (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay, or defraud either present or future creditors of such Person or any of its Affiliates. As used in this definition, “fair Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either Subordinated Debt - Debt incurred by Holdings or any of its Subsidiaries that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, and is on terms (Aincluding maturity, interest, fees, repayment, covenants and subordination) proreasonably satisfactory to Agent. Subsidiary - any entity at least fifty (50%) percent of whose voting securities or Capital Stock is owned by a Loan Party or any combination of Loan Parties (including indirect ownership by a Loan Party through other entities in which the Loan Party directly or indirectly owns fifty (50%) percent of the voting securities or Capital Stock). Swingline Loan - any Borrowing of Base Rate Revolving Loans funded with Agent’s funds, until such Borrowing is settled among Lenders pursuant to Section 4.1.3. Target - as defined in the definition of Permitted Acquisition. Taxes - any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security, franchise, intangibles, stamp or recording taxes imposed by any Governmental Authority, and all interest, penalties and similar liabilities relating thereto. Trademarks - as defined in the Guaranty and Security Agreement. Transferee - any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations. Type - any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period. UCC - the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction. Value - (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-forma Availability is greater than 30.0% in, first out basis; and (b) for an Account, its face amount, net of Revolving Commitments any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (Bincluding sales, excise or other taxes (but excluding income taxes)) pro-forma Availability is greater than 20.0% of Revolving Commitments and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals that have been or exceeds 1.10 to 1.00could be claimed by the Account Debtor or any other Person.

Settlement Report. a report delivered by the Administrative Agent to the Lenders summarizing the Revolving amount of the outstanding Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Software - shall have the meaning ascribed to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined term “software” in the UCC. Solvent – - as to any Person, such Person (ai) owns Property whose fair salable saleable value is greater than the amount required to pay all of its debts such Person’s Debts (including contingent, subordinated, unmatured, and unliquidated liabilitiescontingent Debts), (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) of such Person as they become absolute and matured, (cii) is able to pay all of its debts Debts as they such Debts mature, (diii) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, and (eiv) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code. Statutory Reserves - on any date, the percentage (expressed as a decimal) established by the Board of Governors which is the then stated maximum rate for all reserves (including any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to said Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - (i) the Seller Note and (ii) unsecured Debt incurred by an Obligor that is expressly subordinated and made junior to the payment and performance in full of the Obligations and contains terms and conditions (including terms relating to interest, fees, repayment and subordination) satisfactory to Administrative Agent and BAS. Subordinated Loan - a loan made by Platinum or one of its Affiliates to PNA, in immediately available funds, which loan shall (i) have a maturity at least ninety one (91) days longer than the Term, (ii) not accrue cash interest, and (fiii) has not constitute Subordinated Debt incurred (by way PNA and shall be subject to a Subordination Agreement in favor of assumption Administrative Agent, in form and substance satisfactory to Administrative Agent in all respects. Subordination Agreements - collectively, the Seller Subordination Agreement and any and all other debt subordination agreements or otherwise) lien subordination agreements executed in favor of Administrative Agent and accepted by Administrative Agent from time to time. Subsidiary - any obligations Person in which more than 50% of its outstanding Voting Securities or liabilities (contingent more than 50% of all Equity Interests is owned directly or otherwise) under any Loan Documentsindirectly by a Borrower, by one or made any conveyance in connection therewith, with actual intent to hinder, delay, or defraud either present or future creditors more other Subsidiaries of such Person Borrower or any of its Affiliates. As used in this definition, “fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable Borrower and diligent seller to an interested buyer who is willing one or more other Subsidiaries (but under no compulsion) to purchase. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either (A) pro-forma Availability is greater other than 30.0% of Revolving Commitments or (B) pro-forma Availability is greater than 20.0% of Revolving Commitments and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals or exceeds 1.10 to 1.00Joint Ventures).

Settlement Report. a report delivered by the Agent to the Lenders summarizing the Revolving amount of the outstanding Revolver Loans and participations in LC Obligations outstanding as of a the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Software — shall have the meaning given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined term “software” in the UCC. Solvent – — as to any Person, such Person (ai) owns Property whose fair salable value is greater than the amount required to pay all of its such Person’s debts (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities), (bii) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities) ), of such Person as they become absolute and matured, (ciii) is able to pay all of its debts as they such debts mature, (div) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (ev) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy CodeCode and the requisite section of the Bankruptcy and Insolvency Act (Canada), and (fvi) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any of the Loan Documents, or made any conveyance pursuant to or in connection therewith, with actual intent to hinder, delay, delay or defraud either present or future creditors of such Person or any of its AffiliatesSubsidiaries. As used in this definitionherein, the term “fair salable value” of a Person’s assets means the amount that could may be obtained for assets realized within a reasonable time, either through collection or through sale under ordinary selling conditions of such assets at the regular market value, based upon the amount that could be obtained for such assets within such period by a capable and diligent seller to from an interested buyer who is willing (but is under no compulsion) to purchasepurchase under ordinary selling conditions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either Statutory Reserves — on any date, the percentage (Aexpressed as a decimal) pro-forma Availability established by the Board of Governors which is greater the then stated maximum rate for all reserves (including all basic, emergency, supplemental or other marginal reserve requirements and taking into account any transitional adjustments or other scheduled in reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to said Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt — unsecured Debt incurred by an Obligor that is expressly subordinated and made junior to the Full Payment of the Obligations and contains terms and conditions (including terms relating to interest, fees, repayment and subordination) satisfactory to Agent. Subsidiary — any Person in which more than 30.050% of Revolving Commitments its outstanding Voting Securities or (B) pro-forma Availability is greater more than 20.050% of Revolving Commitments all Equity Interests is owned directly or indirectly by a Borrower, by one or more other Subsidiaries of such Borrower or by a Borrower and pro forma Fixed Charge Coverage Ratio calculated for one or more other Subsidiaries. Subsidiary Guarantor — any Subsidiary of MasTec that is not a Borrower equals and that has, at Agent’s request or exceeds 1.10 to 1.00with its consent, executed and delivered the Subsidiary Guaranty or a joinder agreement in respect thereof and a Subsidiary Security Agreement.

Settlement Report. a report delivered by the Administrative Agent to the Lenders summarizing the Revolving amount of the outstanding Revolver Loans and participations in LC Obligations outstanding as of a the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Social Security Act - the Social Security Act as codified at 42 U.S.C. Section 1395 et seq. Software - shall have the meaning given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined term “software” in the UCC. Solvent – - as to any Person, such Person (ai) owns Property whose fair salable value is greater than the amount required to pay all of its such Person’s debts (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities), (bii) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured, unmatured and unliquidated liabilities) ), of such Person as they become absolute and matured, (ciii) is able to pay all of its debts as they such debts mature, (div) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (ev) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, and (fvi) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any of the Loan Documents, or made any conveyance pursuant to or in connection therewith, with actual intent to hinder, delay, delay or defraud either present or future creditors of such Person or any of its AffiliatesSubsidiaries. As used in this definitionherein, the term “fair salable value” of a Person’s assets means the amount that could may be obtained for assets realized within a reasonable time, either through collection or through sale under ordinary selling conditions of such assets at the regular market value, based upon the amount that could be obtained for such assets within such period by a capable and diligent seller to from an interested buyer who is willing (but is under no compulsion) to purchasepurchase under ordinary selling conditions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either Statutory Reserves - on any date, the percentage (Aexpressed as a decimal) proestablished by the Board of Governors which is the then stated maximum rate for all reserves (including all basic, emergency, supplemental or other marginal reserve requirements and taking into account any transitional adjustments or other scheduled in reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to said Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Subordinated Debt - Debt incurred by a Borrower that is expressly subordinated and made junior in right of payment to the Full Payment of the Obligations and, to the extent that such Debt is incurred on or after the Post-forma Availability Confirmation Effective Date, such Debt is greater payable on terms and conditions (including terms relating to interest, fees, repayment and subordination) that are reasonably satisfactory to Administrative Agent. Subsidiary - any Person in which more than 30.050% of Revolving Commitments its outstanding Voting Securities is owned directly or (B) pro-forma Availability indirectly by InSight Health, by a Borrower, by one or more other Subsidiaries of InSight Health or such Borrower or by InSight Health and/or a Borrower and one or more other Subsidiaries of InSight Health or a Borrower. Supporting LC - an irrevocable letter of credit that is greater than 20.0% in form and substance reasonably acceptable to Administrative Agent, issued or confirmed by a bank reasonably acceptable to Administrative Agent, and payable in Dollars at a place of Revolving Commitments and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals or exceeds 1.10 payment within the United States that is reasonably acceptable to 1.00Administrative Agent, which letter of credit names Administrative Agent as the beneficiary thereof.

Settlement Report. a report delivered by the Agent to the Lenders summarizing the Revolving amount of the outstanding Revolver Loans and participations in LC Obligations outstanding as of a the Settlement Date and the calculation of the Borrowing Base as of such Settlement Date. Software — shall have the meaning given settlement date, allocated to the Lenders on a Pro Rata basis in accordance with their Revolving Commitments. Software – as defined term “software” in the UCC. Solvent – — as to any Person, such Person (ai) owns Property whose fair salable saleable value is greater than the amount required to pay all of its such Person’s debts (including contingent, subordinated, unmatured, and unliquidated identified contingent liabilities), (bii) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingentidentified contingent liabilities), subordinated, unmatured, and unliquidated liabilities) of such Person as they become absolute and matured, (ciii) is able to pay all of its debts as they such debts mature, (div) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage, (ev) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, and (fvi) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any of the Loan Documents, or made any conveyance pursuant to or in connection therewith, with actual intent to hinder, delay, delay or defraud either present or future creditors of such Person or any of its AffiliatesSubsidiaries. As used in this definitionherein, the term “fair salable saleable value” of a Person’s assets means the amount that could may be obtained for assets realized within a reasonable time, either through collection or through sale under ordinary selling conditions of such assets at the regular market value, based upon the amount that could be obtained for such assets within such period by a capable and diligent seller to from an interested buyer who is willing (but is under no compulsion) to purchasepurchase under ordinary selling conditions. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT – Page 30 Specified Allowance Condition – either Statutory Reserves — on any date, the percentage (Aexpressed as a decimal) pro-forma Availability established by the Board of Governors which is greater the then stated maximum rate for all reserves (including all basic, emergency, supplemental or other marginal reserve requirements and taking into account any transitional adjustments or other scheduled in reserve requirements) applicable to any member bank of the Federal Reserve System in respect to Eurocurrency Liabilities (or any successor category of liabilities under Regulation D). Such reserve percentage shall include those imposed pursuant to said Regulation D. The Statutory Reserve shall be adjusted automatically on and as of the effective date of any change in such percentage. Stemco Holdings — as defined in the preamble to this Agreement. Stemco Holdings Delaware — as defined in the preamble to this Agreement. Stemco LP (DE) — as defined in the preamble to this Agreement. Stemco LP (TX) as defined in the preamble to this Agreement. Stemco Pledge Agreement — the Pledge Agreement, dated March 11, 2005, executed by Coltec in favor of Stemco LP (DE), pursuant to which Coltec grants Stemco LP (DE) a Lien in the equity interests Coltec owns of both Stemco Holdings and Stemco LP (TX). Stemco Subordinated Note — the subordinated promissory note, dated March 11, 2005, made by Stemco LP (TX) and payable to the order of Stemco LP (DE) in the original principal amount of $153,865,000. Stemco Subordination Agreement — the Amended and Restated Subordination Agreement between Stemco LP (DE) and the Agent, subordinating the Debt evidenced by the Stemco Subordinated Note and the Coltec/Stemco Subordinated Guaranty to the Obligations and the Lien granted to Stemco LP (DE) pursuant to the Stemco Pledge Agreement to Agent’s Liens. Subordinated Debt — any (i) Debt evidenced by the Coltec Subordinated Note that is at all times subject to the G▇▇▇▇▇▇ Sealing Subordination Agreement, (ii) Debt evidenced by the Stemco Subordinated Note that is at all times subject to the Stemco Subordination Agreement, (iii) Debt that is at all times subject to the Intercompany Subordination Agreement, (iv) Debt owing from G▇▇▇▇▇▇▇ to G▇▇▇▇▇▇ Sealing pursuant to the terms of that certain Letter Agreement dated as of September 13, 1996 (provided that such Debt is subordinated to the Obligations on terms satisfactory to Agent pursuant to a Subordination Agreement); and (v) other Debt incurred by an Obligor that is expressly subordinated and made junior in right of payment to the Full Payment of the Obligations and, to the extent that such Debt is incurred on or after the Closing Date, such Debt is payable on terms and conditions (including terms relating to interest, fees, repayment and subordination) that are reasonably satisfactory to Agent. Subordination Agreement — the G▇▇▇▇▇▇ Sealing Subordination Agreement, Stemco Subordination Agreement, Intercompany Subordination Agreement, and any other subordination agreement executed and delivered after the Closing Date on terms and conditions acceptable to Agent. Subsidiary Guarantor and Subsidiary Guarantors — as defined in the preamble to this Agreement. Subsidiary — any Person in which more than 30.050% of Revolving Commitments its outstanding Voting Securities or (B) pro-forma Availability is greater more than 20.050% of Revolving Commitments all Equity Interests is owned directly or indirectly by Parent, by one or more other Subsidiaries of Parent or by Parent and pro forma Fixed Charge Coverage Ratio calculated for Borrower equals one or exceeds 1.10 to 1.00more other Subsidiaries.