Common use of (a) Clause in Contracts

(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 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 Xxxxx 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). Section 2.1(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “On or prior to the Effective Date, the Company shall incorporate GGO with issued and outstanding capital stock consisting of at least the GGO Common Share Amount of shares of common stock (the “GGO Common Stock”), designate an employee of the Company familiar with the Identified Assets and reasonably acceptable to each Purchaser to serve as a representative of GGO (the “GGO Representative”) and shall contribute to GGO (directly or indirectly) the assets (and/or equity interests related thereto) set forth in Exhibit E hereto and have GGO assume directly or indirectly the associated liabilities (the “Identified Assets”); provided, however, that to the extent the Company is prohibited by Law from contributing one or more of the Identified Assets to GGO or the contribution thereof would breach or give rise to a default under any Contract, agreement or instrument that would, in the good faith judgment of the Company in consultation with the GGO Representative, impair in any material respect the value of the relevant Identified Asset or give rise to additional liability (other than liability that would not, in the aggregate, be material) on the part of GGO or the Company or a Subsidiary of the Company, the Company shall (i) If to the extent not prohibited by Law or would not give rise to such a default, take such action or cause to be taken such other actions in order to place GGO, insofar as reasonably possible, in the same economic position as if such Identified Asset had been transferred as contemplated hereby and so that, insofar as reasonably possible, substantially all the benefits and burdens (i) as including all obligations thereunder but excluding any obligations that arise out of the Termination Datetransfer of the Identified Asset to the extent included in Permitted Claims) relating to such Identified Asset, any Letter including possession, use, risk of Credit may loss, potential for any reason remain outstandinggain and control of such Identified Asset, are to inure from and after the Closing to GGO (provided that as soon as a consent for the contribution of an Identified Asset is obtained or the contractual impediment is removed or no longer applies, the applicable Identified Asset shall be promptly contributed to GGO), 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 extent 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 actions contemplated by clause (iii) 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 are not possible without resulting in a special collateral account of material and adverse effect on the Borrower pursuant to arrangements satisfactory to the Agent Company and its Subsidiaries (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 Xxxxx Fargo for deposits equal to the amount deposited by the Borrower in the Cash Collateral Account, for a term to be as reasonably determined by the AgentCompany in consultation with the GGO Representative), contribute other assets, with the consent of each Purchaser (which such Purchaser shall not unreasonably withhold, condition or delay), having an economically equivalent value and related financial impact on the Company (in its sole discretion. The Borrower hereby grants each case, as reasonably agreed by each Purchaser and the Company in consultation with the GGO Representative) 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 Identified Asset 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 timeso contributed.”

(a). If, notwithstanding the use by the Credit Parties of commercially reasonable efforts to comply with clause (id)(iii) If (i) 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 Xxxxx 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). (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 Xxxxx 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 For purposes of this paragraph, the Termination Date, any Letter of Credit discretion granted to Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Formula Amount was unintentionally exceeded for any reason, including Collateral previously deemed to be either “Eligible Receivables” or “Eligible Inventory”, as applicable, becomes ineligible, collections of Receivables applied to reduce outstanding Revolving Advances are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event Agent involuntarily permits the outstanding Revolving Advances to exceed the Formula Amount by more than ten percent (10%), Agent shall use its efforts to have Borrowers decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason remain outstandingfor such excess. Revolving Advances made after Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence. In addition to (and not in substitution of) the discretionary Revolving Advances permitted above in this Section 16.2, Agent is hereby authorized by Borrowers and Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuation of a Default or Event of Default, or (iiB) at any timetime that any of the other applicable conditions precedent set forth in Section 8.2 have not been satisfied, to make Revolving Advances to Borrowers on behalf of Lenders that Agent, in its reasonable business judgment, deems necessary or desirable (a) to preserve or protect the aggregate Outstanding Credits shall exceed Collateral, or any portion thereof, (b) to enhance the Aggregate Commitment likelihood of, or maximize the amount of, repayment of the Advances and other Obligations, or (c) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement; provided, that at any time after giving effect to any concurrent termination or reduction thereof), such Revolving Advances the Borrower shall outstanding Revolving Advances do not exceed one hundred and ten percent (A110%) 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 Xxxxx 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 timeFormula Amount.

(a). (i) 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 Xxxxx 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 a Transferring Stockholder wishes to Transfer Stock, the Transferring Stockholder shall deliver a written notice (ian "OFFER NOTICE") If (i) 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 Xxxxx 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, to be applied against the Outstanding Credits, together with expenses related thereto and accrued interest thereon, transaction or 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 installments over 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 The Borrower shall notify the Administrative Agent (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) orand, 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 prepayment 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 accountSwingline Loan, the “Cash Collateral Account”Swingline Lender) for the benefit by written notice (promptly followed by telephonic confirmation of the Agent, the LC Issuing Banks and the Lenders. Such Cash Collateral Account shall at all times be free and clear such request) 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 Xxxxx 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, prepayment hereunder (i) in the case of subsequent drawingsprepayment of a Eurocurrency Revolving Borrowing, upon being madenot later than 12:00 noon, thenLocal Time, 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 three Business Days (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 a Eurocurrency Borrowing denominated in Dollars) or four Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) abovein the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon, New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (including interest), i) accrued 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 required by Section 2.13 and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such timebreak funding payments pursuant to Section 2.16.

(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 The Borrower shall notify the Administrative Agent (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) orand, 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 prepayment 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 accountSwingline Loan, the “Cash Collateral Account”Swingline Lender) for the benefit by telephone (confirmed by telecopy) 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 Xxxxx 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, prepayment hereunder (i) in the case of subsequent drawingsprepayment of a Eurodollar Revolving Borrowing, upon being madenot later than 12:00 p.m. three (3) Business Days before the date of prepayment, 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 interestii) 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 prepayment of a Base Rate Borrowing, not later than 12:00 p.m. one (ii1) aboveBusiness Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00 p.m. on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing as directed by the Borrower or, absent such direction, ratably in accordance with the then outstanding amounts thereof and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.10(d). Prepayments shall be accompanied by (including interest), i) accrued 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 required by Section 2.12 and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such timebreak funding payments pursuant to Section 2.16.

(a). The De Minimis Threshold and the Basket shall not apply to any Losses for which indemnification is available under Section 8.3. The aggregate liability of Washington Group International with respect to Losses suffered by Seller Indemnified Parties as a result of any event or circumstance for which indemnification is available under Sections 8.3(b) and 9.2 shall not exceed ten percent (i10%) If (i) as of the Termination DateFinal Agreed Cap Value; provided, however, that such limitation shall not apply to the extent that such Losses arise directly from any Letter fraudulent actions by Washington Group International, Buyer or their Affiliates. The aggregate liability of Credit may Seller with respect to Losses suffered by Buyer Indemnified Parties as a result of events and circumstances for which indemnification is available under Sections 8.3(a) and 9.3 shall not exceed 100% of the Final Agreed Cap Value; provided, however, that (x) such limitation shall not apply to the extent that such Losses arise directly from any reason remain outstandingfraudulent actions by Seller or its Affiliates, and (y) (A) if the aggregate Losses for which Seller would be required to make or has made indemnification payments under Sections 8.3(a) and 9.3, assuming that Seller's aggregate indemnification liability hereunder were not capped at the Final Agreed Cap Value and taking into account all indemnification payments made by Seller pursuant to Section 9.4(a)(iv)(B), exceed 100% of the Final Agreed Cap Value (the "Excess Claim Circumstance"), or (iiB) if an Indemnification Claim is reasonably stated to be in the amount of at any time, least $50,000,000 (the aggregate Outstanding Credits shall exceed the Aggregate Commitment (after giving effect to any concurrent termination or reduction thereof"Significant Claim Circumstance"), 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) orthen, in the case of clause (iieither the Excess Claim Circumstance or the Significant Claim Circumstance, the parties to this Agreement shall have the rights and obligations set forth in Section 9.4(a)(iv) above, an amount in cash equal below. Washington Group International shall have the right to such excess or (B) shall make some other arrangements to provide credit support for such Letters request that Seller purchase 100% of Credit reasonably satisfactory to the Agent issued and outstanding share capital of BMT and the applicable LC Issuing BankWGI Loan, if any (collectively, the "Put Interests"), from Buyer and its Affiliates if the Excess Claim Circumstance or the Significant Claim Circumstance occurs. The Agent shall deposit such cash As used in a special collateral account this Agreement, "WGI Loan" means the total outstanding unpaid principal amount of all funds lent, contributed or advanced by Washington Group International or its Affiliates to BMT, including any remaining balance of the Borrower amounts advanced pursuant to arrangements satisfactory Section 2.1(c) to the Agent (such account, the “Cash Collateral Account”) for the benefit fund repayment 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 Jamaica Loan in accordance 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 Xxxxx 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 Creditsthis Agreement, together with expenses related thereto all accrued and accrued unpaid interest thereon. Washington Group International's exercise of this right shall be by written notice to Seller (the "Put Notice"), which shall be given promptly (but in no event later than such order and manner time as the Agent may direct. If the Borrower is it would be required to provide cash collateral in the case deliver a Notice of clause (ii) above, such amount Claim under Section 9.5(a)). The Put Notice shall include all information within Washington Group International's or its Affiliates' (including interest), BMT) knowledge relating to the extent not applied as aforesaidIndemnification Claim upon which the Put Notice is based. Within thirty (30) Business Days after receipt of the Put Notice related to an Excess Claim Circumstance, Seller shall be returned elect, by written notice to Washington Group International, either (x) to purchase the Borrower on demand, provided that after giving effect Put Interests or (y) to such return (i) agree to indemnify the aggregate Outstanding Credits would not exceed Buyer Indemnified Parties for the Aggregate Commitment at such time and (ii) no Unmatured Default or Event of Default shall have occurred and be continuing at such timeIndemnification Claim upon which the Put Notice is based.