Common use of (a) Clause in Contracts

(a). If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof), the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such time.

(a). If If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (id)(iii) of this Section as it relates to creation or perfection of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect security interest granted pursuant to any concurrent termination Credit Document (other than security interests that may be perfected by (x) the filing of a financing statement under the Uniform Commercial Code or reduction thereof), the Borrower shall PPSA and (Ay) deliver the delivery of certificates evidencing the equity securities required to be pledged pursuant to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not Credit Documents, other than equity securities of any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, entities acquired in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account Specified Acquisition which shall be maintained with delivered within forty-five (45) days following the delayed Draw Funding Date or such later date as the Administrative Agent may agree in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, writing in its sole discretion. The Borrower hereby grants ) on the Delayed Draw Funding Date, such requirements are not satisfied as of the Delayed Draw Funding Date, then the satisfaction of such requirements shall not be a condition to the Agent for the benefit availability of the LC Issuing Banks Delayed Draw Term Loan and the Lenders a Lien Limited Condition Revolving Loans on the Delayed Draw Funding Date (but shall be required to be satisfied as promptly as practicable after the Delayed Draw Funding Date and in and hereby assigns any event, with respect to the execution and delivery of joinder and security documents with respect to the Target, within forty-five (45) days following the Delayed Draw Funding Date, and with respect to all other filings and deliveries, within ninety (90) days following the Delayed Draw Funding Date or, in each case, such later date as the Administrative Agent for may agree in writing in its sole discretion). Notwithstanding anything herein to the benefit of LC Issuing Banks contrary, the Lenders’ obligation to make the Delayed Draw Term Loan and any Limited Condition Revolving Loans on the Lenders all Delayed Draw Funding Date shall be subject only to the conditions in this Section 6.02 having been satisfied (or waived in accordance with Section 12.12). For clarification purposes and notwithstanding anything to the contrary contained in this Agreement, during the period from the Effective Date to and including the Delayed Draw Funding Deadline, neither the Administrative Agent nor any Lender shall be entitled to (a) terminate any of its rightCommitments under this Agreement to provide the Delayed Draw Term Loan or Limited Condition Revolving Loans, title and interest in(b) rescind, terminate or cancel any Credit Document or exercise any right or remedy or make or enforce any claim under the Cash Collateral Account and all funds from time Credit Documents or otherwise it may have, in each case to time the extent to do so would prevent, limit or delay the making of the Delayed Draw Term Loan or Limited Condition Revolving Loans on deposit therein the Delayed Draw Funding Date, (c) refuse to secure its reimbursement obligations participate in making the Delayed Draw Term Loan or Limited Condition Revolving Loans when required to do so under any Credit Document, or (d) exercise any right of set-off or counterclaim in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any its portion of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations Delayed Draw Term Loan or Limited Condition Revolving Loans thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaidto do so would prevent, shall be returned to limit or delay the Borrower on demandmaking of the Delayed Draw Term Loan or Limited Condition Revolving Loans; provided that, provided that after giving effect to such return in each case, the conditions in this Section 6.02 have been satisfied (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such timewaived in accordance with Section 12.12).

(a). If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, remains outstanding or (ii) at any time, the aggregate Outstanding Credits LC Outstandings with respect to any LC Issuing Bank shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof)such LC Issuing Bank’s LC Commitment, the applicable Borrower shall (A) deliver to the Agent as cash collateral Cash Collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunderhereunder) or, in the case of clause (ii) above), an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the such Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the such Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Each Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the its Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit issued for its account. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations of such affected Borrower as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations thereunder shall be held by the Agent, for the benefit of the applicable Borrower, to be applied against the such Borrower’s Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the any Borrower is required to provide cash collateral Cash Collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the such Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits to the affected Borrower would not exceed such Borrower’s Sublimit and the Aggregate Commitment at aggregate LC Outstandings with respect to any LC Issuing Bank shall not exceed such time LC Issuing Bank’s LC Commitment, and (ii) no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing at such time.

(a). If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof), the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing BankAgent. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks Bank and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks Bank for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such time.

(a). (i) If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof), the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing BankAgent. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks Bank and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo Wachovia for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks Bank and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks Bank and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks Bank for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such time.

(a). If (iEach Class A Certificateholder agrees by its acceptance of its Class A Certificate that it will, upon payment from such Class B Certificateholder(s), Additional Certificateholder(s) or Refinancing Certificateholder(s), as the case may be, of the Termination Datepurchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any Letter kind except as to its own acts) all of Credit may for any reason remain outstandingthe right, or (ii) at any timetitle, interest and obligation of such Class A Certificateholder in this Agreement, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof)Escrow Agreement, the Borrower shall (A) deliver to the Agent as cash collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the Borrower pursuant to arrangements satisfactory to the Agent (such accountDeposit Agreement, the “Cash Collateral Account”) for the benefit of the AgentIntercreditor Agreement, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control ofClass A Liquidity Facility, the AgentNPA, the Note Documents and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered all Class A Certificates and Escrow Receipts held by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders such Class A Certificateholder (excluding all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of under any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations thereunder shall be held by the Agent, for the benefit of the Borrower, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the Borrower is required to provide cash collateral in the case of clause (ii) above, such amount (including interest), foregoing to the extent such right, title or interest is with respect to an obligation not applied then due and payable as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect respects any action or inaction or state of affairs occurring prior to such return sale) and the purchaser(s) shall assume all of such Class A Certificateholder’s obligations under this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Class A Liquidity Facility, the NPA, the Note Documents and all such Class A Certificates and Escrow Receipts. The Class A Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any Class A Certificateholder to deliver any Class A Certificate and, upon such a purchase, (i) the aggregate Outstanding Credits would not exceed Class A Certificateholders shall have no further rights with respect to the Aggregate Commitment at such time Class A Certificates and (ii) no Unmatured Default or Event if the purchaser(s) shall so request, each such Class A Certificateholder will comply with all the provisions of Default Section 3.04 of the Basic Agreement and the applicable provisions of this Trust Supplement to enable new Class A Certificates to be issued to the purchaser(s) in such denominations otherwise authorized under this Agreement as it shall have occurred request. All charges and expenses in connection with the issuance of any such new Class A Certificates shall be continuing at such timeborne by the purchaser(s) thereof.

(a). If (i) as of the Termination Date, any Letter of Credit may for any reason remain outstanding, remains outstanding or (ii) at any time, the aggregate Outstanding Credits LC Outstandings with respect to any LC Issuing Bank shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof)such LC Issuing Bank’s LC Commitment, the applicable Borrower shall (A) deliver to the Agent as cash collateral Cash Collateral an amount in cash equal to the aggregate LC Outstandings (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunderhereunder) or, in the case of clause (ii) above), an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory to the Agent and the applicable LC Issuing Bank. The Agent shall deposit such cash in a special collateral account of the such Borrower pursuant to arrangements satisfactory to the Agent (such account, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the such Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Each Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the its Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of CreditCredit issued for its account. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations of such affected Borrower as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) after the expiration of all Letters of Credit and reimbursement in full of the LC Issuing Banks for all of its obligations thereunder shall be held by the Agent, for the benefit of the applicable Borrower, to be applied against the such Borrower’s Outstanding Credits, together with expenses related thereto and accrued interest thereon, in such order and manner as the Agent may direct. If the any Borrower is required to provide cash collateral Cash Collateral in the case of clause (ii) above, such amount (including interest), to the extent not applied as aforesaid, shall be returned to the such Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits to the affected Borrower would not exceed such Borrower’s Sublimit and the Aggregate Commitment at aggregate LC Outstandings with respect to any LC Issuing Bank shall not exceed such time LC Issuing Bank’s LC Commitment, and (ii) no Unmatured Default or Event of Default with respect to such Borrower shall have occurred and be continuing at such time.. 36

(a). If a Transferring Stockholder wishes to Transfer Stock, the Transferring Stockholder shall deliver a written notice (ian "OFFER NOTICE") as to the other Stockholders. The Offer Notice shall disclose in reasonable detail the identity of the Termination Date, any Letter of Credit may for any reason remain outstanding, or (ii) at any time, the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereofprospective transferee(s), the Borrower shall proposed number of shares of Stock to be transferred and the proposed terms and conditions of such Transfer. The Investor may elect to purchase some or all of the shares of Stock specified in the Offer Notice at a price and on the terms specified therein by delivering written notice of such election (Athe "INVESTOR NOTICE") deliver to the Agent Transferring Stockholder and the other Stockholders as cash collateral an amount soon as practicable but in cash equal any event within 60 days after delivery of the Offer Notice. If the Investor elects not to purchase all such shares, then each other Stockholder (each, a "PARTICIPATING STOCKHOLDER") may elect to purchase up to its Pro Rata Share (as defined below) of the shares of Stock specified in the Offer Notice at a price and on the terms specified therein by delivering written notice of such election to the aggregate LC Outstandings (whether or Transferring Stockholder and the other Stockholders as soon as practicable but in any event within 20 days after receipt of an Investor Notice stating that the Investor has elected not any beneficiary under any Letter to purchase all such shares. Any shares not elected to be purchased by the end of Credit such 20-day period shall have drawn or be entitled at such time to draw thereunder) or, in the case of clause (ii) above, an amount in cash equal to such excess or (B) shall make some other arrangements to provide credit support for such Letters of Credit reasonably satisfactory reoffered to the Agent and Participating Stockholders on a pro rata basis based upon the applicable LC Issuing Banknumber of shares held by the Participating Stockholders for a ten-day period by written notice from the Transferring Stockholder to the Participating Stockholders who have elected to purchase their Pro Rata Shares. The Agent If the Investor or any Stockholders have elected to purchase shares from the Transferring Stockholder, the transfer of such shares shall deposit such cash in a special collateral account be consummated as soon as practicable after the delivery of the Borrower pursuant to arrangements satisfactory to the Agent (such accountelection notices, the “Cash Collateral Account”) for the benefit of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear of all rights or claims of third parties. The Cash Collateral Account shall be maintained with the Agent in the name of, and under the sole dominion and control of, the Agent, and amounts deposited in the Cash Collateral Account shall bear interest at a rate equal to the rate generally offered by ▇▇▇▇▇ Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be determined by the Agent, in its sole discretion. The Borrower hereby grants to the Agent for the benefit of the LC Issuing Banks and the Lenders a Lien in and hereby assigns to the Agent for the benefit of LC Issuing Banks and the Lenders all of its right, title and interest in, the Cash Collateral Account and all funds from time to time on deposit therein to secure its reimbursement obligations in respect of Letters of Credit. If any drawings then outstanding or thereafter made are not reimbursed in full immediately upon demand or, in the case of subsequent drawings, upon being made, then, but in any such event, the Agent may apply the amounts then on deposit in the Cash Collateral Account, toward the payment in full of any of the obligations as and when such obligations shall become due and payable. Any amounts remaining in the Cash Collateral Account (including interest) event within 30 days after the expiration of the last applicable election period. To the extent that the Investor and the other Stockholders have not elected to purchase all Letters of Credit and reimbursement in full of the LC Issuing Banks for all shares specified in the Offer Notice, the Transferring Stockholder may, within 90 days after the expiration of its obligations thereunder the last applicable election period, transfer such shares to the transferees identified in the Offer Notice at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferee(s) than offered to the other Stockholders in the Offer Notice. The purchase price specified in any Offer Notice shall be held by payable solely in cash or marketable securities at the Agent, for the benefit closing of the Borrower, transaction or in installments over time. (b) The Investor shall only Transfer Stock prior to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereonInitial Public Offering, in such order and manner as compliance with the Agent may directprovisions of this Section 3.02(b). If the Borrower is required Investor wishes to provide cash collateral Transfer Stock, the Investor shall deliver a written notice (an "INVESTOR OFFER NOTICE") to the other Stockholders (the "OTHER STOCKHOLDERS"). The Investor Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the proposed number of shares of the Stock to be transferred and the proposed terms and conditions of such Transfer. Each of the Other Stockholders may elect to purchase up to its Pro Rata Share of the Stock specified in the case Investor Offer Notice at a price and on the terms specified therein by delivering written notice of clause such election to the Investor as soon as practicable but in any event within 20 days after delivery of the Investor Offer Notice. If any Other Stockholder elects not to purchase its Pro Rata Share of the Stock (ii) above, such amount (including interesta "DECLINING Stockholder"), then the Investor shall deliver to the extent not applied as aforesaid, shall be returned to the Borrower on demand, provided that after giving effect to such return (i) the aggregate Outstanding Credits would not exceed the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such time.Other Stockholders who