Common use of Credit-Linked Deposit Account Clause in Contracts

Credit-Linked Deposit Account. (i) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank and each Pre-Funded L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) and (e) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error. (iii) The Borrower shall not have any right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Pre-Funded L/C Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the Administrative Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) and (e) of this Section 2.19 and (y) the hereof. The Administrative Agent may has agreed to invest the Credit-Linked Deposits which are actually on deposit in such investments as may be determined the Credit-Linked Deposit Account from time to time by the Administrative Agent. The Administrative Agent hereby agrees (after giving effect to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis any application of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at to fund unreimbursed LC Facility LC Disbursements) so as to endeavor to earn a rate per annum return (subject to clause (e) below) for the LC Facility Lenders equal to the Adjusted LIBO Rate for an interest period of thirty (30) days (reset daily). Each LC Facility Lender’s Applicable Percentage of interest accrued through and including the last day of March, June, September and December of each year shall be payable on the first Business Day following such Interest Period less 0.10% per annumlast day, commencing on the first such date to occur after the Closing Date, and on each other day that the LC Facility Participation Fee is required to be paid pursuant to Section 2.10(c). With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the The Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant waives its right to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on setoff against the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorwith respect to obligations of the Lenders not arising under this Credit Agreement or the other Loan Documents. (iiic) The Borrower Borrowers shall not have any no right, title or interest in or to the Credit-Linked Deposits and no obligations with respect thereto, it being acknowledged and agreed by the parties hereto that the making of the Credit-Linked Deposits by the LC Facility Lenders, the provisions of this Section 2.20 and the application of the Credit-Linked Deposits in the manner contemplated by Section 2.19 constitute agreements among the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to any Borrower. Any payment of an LC Facility LC Disbursement from the Credit Linked Deposit shall not constitute payment thereof by the Borrowers and the Borrowers shall remain obligated to pay the amount of such LC Facility LC Disbursement to the Administrative Agent for the account of the LC Facility Lenders. (d) Subject to Section 2.09(e), each LC Facility Lender’s Credit-Linked Deposit remaining on deposit in the Credit-Linked Deposit Account will be returned to such LC Facility Lender on the first date on or after the Term Loan Maturity Date on which the LC Facility LC Obligations have been permanently reduced to zero. (e) If, for any date of determination of the Adjusted LIBO Rate the Administrative Agent, shall have determined (which determination shall be conclusive and binding on each LC Facility Lender) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall give notice thereof to the LC Facility Lenders and until such notice has been withdrawn, the Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. (f) The Administrative Agent shall maintain a register including a subaccount for each LC Facility Lender, in which such register and such subaccounts (taken together) shall be recorded (i) the amount of each Credit-Linked Deposit, (ii) the amount of LC Facility LC Disbursements and amounts payable pursuant to Section 2.19 in respect of each such Credit-Linked Deposit and (iii) the amount of any reductions to the Total Credit-Linked Deposits and the reduction in the amount of Credit-Linked Deposits of each LC Facility Lender as a result thereof and the amount of any sum received by the Administrative Agent hereunder for the account of the LC Facility Lenders and each LC Facility Lender’s share thereof. The entries in the such register shall be conclusive, in the absence of manifest error. (g) In the event that, notwithstanding the intent of the parties hereto, it is held by a court of competent jurisdiction that the Credit-Linked Deposit Account and/or the Credit-Linked Deposits are an asset of any Borrower, each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent, the LC Facility Issuing Bank and the LC Facility Lenders, a security interest in and lien upon the Credit-Linked Deposit Account, the Credit-Linked Deposits and no obligations with respect thereto other than all products and proceeds thereof as expressly provided collateral security for the prompt payment in this Agreementfull of all LC Facility LC Obligations. Without limiting In the foregoingevent that, notwithstanding the obligation to return intent of the parties hereto, it is held by a court of competent jurisdiction that the Credit-Linked Deposit Account and/or the Credit-Linked Deposits are an asset of any Borrower, the Borrowers jointly and severally promise to the Pre-Funded L/C Lenders is solely an obligation of repay to the Administrative Agent, and for the Borrower shall have no liability or obligation in respect benefit of the principal LC Facility Lenders, the aggregate amount of the Credit-Linked DepositsDeposits on the first date on or after the Term Loan Maturity Date on which the LC Facility LC Obligations have been permanently reduced to zero (without giving effect to clause (c) of the definition of LC Facility LC Obligations).

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in Section 2.05, 2.08 or 2.10. Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Pre-Funded Synthetic L/C Lender in respect of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit on or prior to the Closing Date. (iib) Each of the Borrower, the Administrative Agent, the each Issuing Bank issuing any Synthetic Letter of Credit and each Pre-Funded Synthetic L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded Synthetic L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) Section 2.05 and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in so as to earn a return (except during periods when, and to the extent to which, such investments as may be determined from time Credit-Linked Deposits are used to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded cover unreimbursed Synthetic L/C LenderDisbursements, and subject to Section 2.14) for the Synthetic L/C Lenders equal to a rate per annum, reset daily on each Interest Payment Date Business Day for the Credit-Linked Depositsperiod until the next following Business Day, interest equal to (i) such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) computed on the basis of the actual number of days elapsed over in a year of 360 days365 days (or 366 days in a leap year) on minus (ii) 0.15%. Such interest will be paid to the amount of such Pre-Funded Synthetic L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable Lenders by the Administrative Agent quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.12. In addition to the foregoing payments by the Administrative Agent, the Borrower agrees to make payments to the Synthetic L/C Lenders quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.12 (and together with the payment of such fees) in an amount equal to 0.15% per annum on the amounts of their respective Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than (except for the reimbursement obligations provided in Section 2.05 and the obligation to pay fees as expressly provided in this Agreement. Without limiting Section 2.21), it being acknowledged and agreed by the foregoingparties hereto that the making of the Credit-Linked Deposits by the Synthetic L/C Lenders, the obligation provisions of this Section 2.21 and the application of the Credit-Linked Deposits in the manner contemplated by Section 2.05 constitute agreements among the Administrative Agent, each Issuing Bank issuing any Synthetic Letter of Credit and each Synthetic L/C Lender with respect to the funding obligations of each Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of Credit and do not constitute any loan or extension of credit to the Borrower. (d) Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in Section 2.05(j), the Administrative Agent shall return the any remaining Credit-Linked Deposits to the Pre-Funded Synthetic L/C Lenders is solely an obligation following the occurrence of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked DepositsSynthetic L/C Maturity Date.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender shall pay to the LC Facility Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with Section 2.01(c). The LC Facility Deposits shall be held by the Administrative LC Facility Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative LC Facility Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit in the amount of its LC Facility Commitment and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the U.S. Borrower in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder). (iib) Each of the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative LC Facility Agent for application in the manner contemplated by paragraphs Section 2.04 and that the LC Facility Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (d) as they may be reduced and (e) of this Section 2.19 subsequently increased by withdrawals and (y) the Administrative Agent may invest deposits made with respect to the Credit-Linked Deposits in such investments as may be determined from time Deposit Account pursuant to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date other provisions of this Agreement) for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at LC Facility Lenders equal to a rate per annum equal to (i) the Adjusted LIBO Rate rate for such three month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.10% (calculated on the basis of a 360 day year). (The initial Interest Period less 0.10% per annumfor deposits made on the Closing Date shall consist of a period commencing on the Closing Date and ending on the last Business Day of June 2007, subsequent Interest Periods shall consist of each subsequent three month period (ending on the last Business Day of each March, June, September and December) and only one Benchmark LIBOR Rate shall apply to the LC Facility Deposits at any time. With In addition, to the extent the LC Facility Deposits are withdrawn and re-deposited, the U.S. Borrower shall pay to the Agent an amount equal to the product of (x) the LC Facility Deposits times (y) the difference between (1) the Benchmark LIBOR Rate applicable prior to such withdrawal and (2) the Benchmark LIBOR Rate applicable after such re-deposit.) Such amount (or the amount determined in accordance with Section 2.14) will be paid by the LC Facility Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to make payments to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any Interest Period period (and together with the payment of such fees) in an amount equal to 0.10% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during which a Presuch period. (c) In the event funds from the Credit-Funded L/C Loan is deemed madeLinked Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the Administrative U.S. Borrower shall have the right, with respect to two payments made from the Credit-Linked Deposit Account on up to two (2) occasions, in each case within five days form the date of such payment, to pay over to the LC Facility Agent shall determine in reimbursement thereof an amount equal to the amount of so withdrawn for deposit in the Credit-Linked Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the interest payable by the Borrower LC Facility Agent to the Agent for distribution to the LC Facility Lenders on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (htheir LC Facility Deposits under Section 2.18(b) of this Section shall be correspondingly reduced and the amount LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of interest payable by the Administrative LC Facility Agent on the Credit-Linked Deposits during with respect to such Interest Period, and such determination shall be conclusive absent manifest erroramount. (iiid) The Neither the U.S. Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.04), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation provisions of this Section 2.18 and the application of the LC Facility Deposits in the manner contemplated by Section 2.04(e) constitute agreements among the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the U.S. Borrower, except as provided in Section 2.04(e)(iii). Notwithstanding anything in the preceding sentence to the contrary, the U.S. Borrower shall be deemed to have granted to the LC Facility Agent, as of the Closing Date, for the sole and exclusive benefit of the LC Facility Issuing Bank and the LC Facility Lenders, a first priority security interest in and lien upon the LC Facility Deposits and all funds invested therein. (e) Provided that the U.S. Borrower has complied with Section 2.05(c), the LC Facility Agent shall return the Credit-Linked any remaining LC Facility Deposits to the Pre-Funded L/C Agent and the Agent shall distribute such amounts to the LC Facility Lenders on the LC Facility Maturity Date. (f) If the LC Facility Agent is solely an obligation advised by Credit Suisse that it is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Administrative Agent, Federal Funds Rate and a rate determined by the Borrower shall have no liability or obligation LC Facility Agent in respect of the principal amount of the Credit-Linked Depositsaccordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (i) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank Synthetic L/C Issuer and each PreNon-Funded Extended Synthetic L/C Lender hereby acknowledges and agrees that (x) each PreNon-Funded Extended Synthetic L/C Lender is funding or its predecessor in interest has funded its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.03(c)(viii) and (e) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each PreNon-Funded Extended Synthetic L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such PreNon-Funded Extended Synthetic L/C Lender’s Pre-Funded Pro Rata Percentage Share (determined on the basis of its Non-Extended Synthetic L/C Commitment as a percentage of the Aggregate Non-Extended Synthetic L/C Commitments) of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Eurocurrency Rate for such Interest Period less 0.10% per annumthe Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a PreNon-Funded Extended Synthetic L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such PreNon-Funded Extended Synthetic L/C Loan for the portion of such Interest Period during which such PreNon-Funded Extended Synthetic L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest PeriodPeriod pursuant to the applicable provisions of this Agreement, and such determination shall be conclusive absent manifest error. (iiiii) The None of Holdings, the Borrower or any Subsidiary shall not have any right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no or obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the PreNon-Funded Extended Synthetic L/C Lenders is solely an obligation of the Administrative Agent, and none of Holdings, the Borrower or any Subsidiary shall have no any liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (ia) The Credit-Linked LC Facility Deposits shall be held by the Administrative LC Facility Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative LC Facility Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit (which, with respect to the LC-2 Facility Deposits and the LC-3 Facility Deposits, occurred prior to the Second Effective Date) and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder). (iib) Each of the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative LC Facility Agent for application in the manner contemplated by paragraphs Section 2.04 and that the LC Facility Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (d) as they may be reduced and (e) of this Section 2.19 subsequently increased by withdrawals and (y) the Administrative Agent may invest deposits made with respect to the Credit-Linked Deposits Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable). Such amount will (or the amount determined in such investments as may accordance with Section 2.14) will be determined from time to time paid by the Administrative AgentLC Facility Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. The Administrative Agent hereby In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to pay make payments to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such period. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, interest (computed on the basis of U.S. Borrower shall have the actual number of days elapsed right, at any time prior to the applicable LC Facility Maturity Date, to pay over a year of 360 days) on to the LC Facility Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Adjusted LIBO Rate LC Facility Issuing Bank for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madean unreimbursed LC Facility LC Disbursement, the Administrative Agent shall determine the amount of interest payable by the Borrower LC Facility Agent to the Agent for distribution to the LC Facility Lenders on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (htheir LC Facility Deposits under Section 2.18(b) of this Section shall be correspondingly reduced and the amount LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of interest payable by the Administrative LC Facility Agent on the Credit-Linked Deposits during with respect to such Interest Period, and such determination shall be conclusive absent manifest erroramount. (iiid) The Neither the U.S. Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.04), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation to return provisions of this Section 2.18 and the Credit-Linked application of the LC Facility Deposits in the manner contemplated by Section 2.04(e) constitute agreements among the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the Pre-Funded L/C Lenders is solely an obligation funding obligations of the Administrative Agent, and the Borrower shall have no liability or obligation each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the principal amount U.S. Borrower. (e) Provided, in each case, that the U.S. Borrower has complied with Section 2.04(j), the LC Facility Agent shall return any remaining LC Facility Deposits maturing on any LC Facility Maturity Date to the Agent and the Agent shall distribute such amounts to the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Maturity Date. (f) If the LC Facility Agent is advised by JPMorgan Chase Bank, N.A. that it is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Credit-Linked DepositsFederal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender shall pay to the Administrative Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with subsection 2.1(b). The LC Facility Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to subsection 2.1(b) or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit in the amount of its LC Facility Commitment and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the Administrative Agent as security for the obligations of each LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the Borrower of its Reimbursement Obligations hereunder). (iib) Each of the Administrative Agent, the each LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) subsection 2.6 and (e) of this Section 2.19 and (y) that the Administrative Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (as they may invest be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposits in Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such investments day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.10% (or such lesser rate as may be determined from time agreed to time by the Administrative Agent, the applicable LC Facility Issuing Bank and the Borrower) per annum (calculated on the basis of a 365-day or 366-day year, as applicable). The Such amount (or the amount determined in accordance with subsections 3.7 or 3.10) will be paid by the Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility Fees are payable. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the Administrative Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, interest (computed on the basis of Borrower shall have the actual number of days elapsed right, at any time prior to the Tranche B LC Facility Maturity Date, to pay over a year of 360 days) on to the Administrative Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumDeposit Account. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by Until the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the shall repay any amount of interest payable by the Administrative Agent on withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, the interest payable to the LC Facility Lenders on their LC Facility Deposits during such Interest Period, and such determination under subsection 3.14(b) shall be conclusive absent manifest errorcorrespondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective LC Facility Percentages, to the rights of the Administrative Agent with respect to such amount. (iiid) The Neither the Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest thereon) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility Disbursements as expressly provided in this Agreement. Without limiting subsection 2.6), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation to return provisions of this subsection 3.14 and the Credit-Linked application of the LC Facility Deposits to in the Pre-Funded L/C Lenders is solely an obligation of manner contemplated by subsection 2.6(e) constitute agreements among the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the Borrower shall have no liability or obligation funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the principal amount Borrower. (e) Provided, in each case, that the Borrower has complied with subsections 2.6(e)(i) and 3.15(c), the Administrative Agent shall return any remaining Tranche A LC Facility Deposits to the Tranche A LC Facility Lenders on the Tranche A LC Facility Maturity Date and any remaining Tranche B LC Facility Deposits to the Tranche B LC Facility Lenders on the Tranche B LC Facility Maturity Date or, in each case, thereafter once the Borrower has complied with subsections 2.6(e)(i) and 3.15(c) and, in any event, shall return to the LC Facility Lenders on the LC Facility Maturity Date any excess of the Credit-Linked DepositsLC Facility Deposits over the LC Facility Exposure. (f) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the Benchmark LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (i) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, the Credit-Linked Deposit Account shall be a Deposit Account at the Credit-Linked Deposit Bank in the name of Administrative Agent and under the sole dominion and control of Administrative Agent and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth herein. Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Pre-Funded L/C Lender in respect of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit on the Closing Date, subject in each case to Section 10.11. (iii) Each of the Company, Administrative Agent, Issuing Bank, the Issuing Credit-Linked Deposit Bank and each PreLender having a Credit-Funded L/C Lender Linked Deposit hereby acknowledges and agrees that (x) each Pre-Funded L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) and (e) of this Section 2.19 2.4 and (y) the that Administrative Agent may shall invest the Credit-Linked Deposits in (except during periods when such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of or funds advanced by Administrative Agent against such PreCredit-Funded Linked Deposits, are used to cover unreimbursed Synthetic L/C Lender’s Pre-Funded Pro Rata Percentage Disbursements) in its sole discretion and (without limiting the express obligations of the aggregate amount of the each party hereto) at its sole risk. Any such interest so accrued on Credit-Linked Deposits during such Interest Period at a rate per annum equal (the “Credit-Linked Deposit Account Interest”) will be paid to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable Lenders by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the each Credit-Linked Deposits during such Deposit Account Interest Period, and such determination shall be conclusive absent manifest errorPayment Date. (iiiii) The Borrower Company shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly (except for the reimbursement obligations provided in this Agreement. Without limiting Section 2.4), it being acknowledged and agreed by the foregoingparties hereto that the making of the Credit-Linked Deposits by the Lenders, the obligation provisions of this Section 2.4(l) and the application of the Credit-Linked Deposits in the manner contemplated by this Section 2.4 constitute agreements among Administrative Agent, Issuing Bank, the Credit-Linked Deposit Bank and each Lender with respect to the funding obligations of each Lender in respect of its participation in Synthetic Letters of Credit and do not constitute any loan or extension of credit to Company. The Credit-Linked Deposits shall not be the property of any Credit Party or constitute “Collateral” under any Credit Document or otherwise be available in any manner to satisfy any Obligation of any Credit Party. (iii) Subject to Company’s compliance with the cash-collateralization requirements set forth herein, Administrative Agent shall return the any remaining Credit-Linked Deposits to the Pre-Funded Lenders following the occurrence of the Maturity Date or, to the extent there are no Synthetic Letters of Credit outstanding, upon a reduction of the Synthetic L/C Lenders is solely an obligation of the Administrative Agent, Facility pursuant to Section 2.13 and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits2.14.

Credit-Linked Deposit Account. (i) On the Restatement Date and subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and 4.02, each PF Lender shall pay to the Administrative Agent such PF Lender’s Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender in respect of its participation in PF Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank and each Pre-Funded L/C PF Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C PF Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSections 2.02(h) and (e2.23(d) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C PF Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C PF Lender’s Pre-Funded PF Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumthe Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a Pre-Funded PF L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded PF L/C Loan for the portion of such Interest Period during which such Pre-Funded PF L/C Loan is outstanding pursuant to paragraph (hSection 2.02(i) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error. (iii) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Pre-Funded LP/C F Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in Section 2.05, 2.08 or 2.10. Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Pre-Funded Synthetic L/C Lender in respect of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit on the Closing Date. (iib) Each of the Borrower, the Administrative Agent, the each Issuing Bank issuing any Synthetic Letter of Credit and each Pre-Funded Synthetic L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded Synthetic L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) Section 2.05 and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in so as to earn a return (except during periods when, and to the extent to which, such investments as may be determined from time Credit-Linked Deposits are used to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded cover unreimbursed Synthetic L/C LenderDisbursements, and subject to Section 2.14) for the Synthetic L/C Lenders equal to a rate per annum, reset daily on each Interest Payment Date Business Day for the Credit-Linked Depositsperiod until the next following Business Day, interest equal to (i) such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) computed on the basis of the actual number of days elapsed over in a year of 360 days365 days (or 366 days in a leap year) on minus (ii) 0.15%. Such interest will be paid to the amount of such Pre-Funded Synthetic L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable Lenders by the Administrative Agent quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.12. In addition to the foregoing payments by the Administrative Agent, the Borrower agrees to make payments to the Synthetic L/C Lenders quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.12 (and together with the payment of such fees) in an amount equal to 0.15% per annum on the amounts of their respective Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than (except for the reimbursement obligations provided in Section 2.05 and the obligation to pay fees as expressly provided in this Agreement. Without limiting Section 2.21), it being acknowledged and agreed by the foregoingparties hereto that the making of the Credit-Linked Deposits by the Synthetic L/C Lenders, the obligation provisions of this Section 2.21 and the application of the Credit-Linked Deposits in the manner contemplated by Section 2.05 constitute agreements among the Administrative Agent, each Issuing Bank issuing any Synthetic Letter of Credit and each Synthetic L/C Lender with respect to the funding obligations of each Synthetic L/C Lender in respect of its participation in Synthetic L/C Letters of Credit and do not constitute any loan or extension of credit to the Borrower. (d) Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in Section 2.05(j), the Administrative Agent shall return the any remaining Credit-Linked Deposits to the Pre-Funded Synthetic L/C Lenders is solely an obligation following the occurrence of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked DepositsSynthetic L/C Maturity Date.

Credit-Linked Deposit Account. (i) On the Closing Date and subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and 4.02, each PF Lender shall pay to the Administrative Agent such PF Lender’s Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender in respect of its participation in PF Letters of Credit and PF L/C Loans shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank and each Pre-Funded L/C PF Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C PF Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSections 2.01(e), 2.02(g) and (e2.23(d) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments Credit Suisse time deposit accounts as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C PF Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C PF Lender’s Pre-Funded PF Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumthe Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a Pre-Funded PF L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded PF L/C Loan for the portion of such Interest Period during which such Pre-Funded PF L/C Loan is outstanding pursuant to paragraph (hSection 2.02(h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error. In addition, if on any Interest Payment Date for the Credit-Linked Deposits the Adjusted LIBO Rate for the Interest Period then ended would exceed the LIBO Rate for such Interest Period (as a result of the imposition of Statutory Reserves), then on such Interest Payment Date the Borrower will pay to the Administrative Agent in immediately available funds an amount equal to such excess. Promptly upon request from the Issuing Bank of PF Letters of Credit, the Administrative Agent shall advise such Issuing Bank, as of such date, of the balance of the Credit-Linked Deposit Account, the aggregate amount of PF L/C Loans held by the PF Fronting Lender and, if there is more than one Issuing Bank of PF Letters of Credit, the aggregate face amount of PF Letters of Credit that have been issued or for which the Borrower has requested issuance by each other Issuing Bank of PF Letters of Credit. (iii) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Pre-Funded LP/C F Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (ia) The Funded LC Credit-Linked Deposits shall be held by the Administrative Agent Issuing Bank in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent Issuing Bank shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Funded LC Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters the PSCo Letter of Credit shall be satisfied in full upon the funding of its Funded LC Credit-Linked Deposit. (iib) Each of the Administrative Agent, the Issuing Bank and each Pre-Funded L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Lender is funding its Funded LC Credit-Linked Deposit to the Administrative Agent Issuing Bank for application in the manner contemplated by paragraphs (dSection 2.8.2(c) and (e) of this Section 2.19 and (y) the Administrative Agent may that Issuing Bank shall invest the Funded LC Credit-Linked Deposits in LIBO Rate investments so as to earn a return (except during periods when such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Credit-Linked Deposits, interest or funds advanced by Issuing Bank against such Funded LC Credit-Linked Deposits, are used to cover unreimbursed Funded LC Disbursements, and subject to Sections 2.4, 2.5 and 2.6) for the Lenders equal at any time to (computed on i) the basis of LIBO Rate for the actual number of days elapsed over a year of 360 days) on Interest Period in effect for the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the LC Credit-Linked Deposits during at such Interest Period at a rate per annum equal time minus (ii) 0.10%. Such earned amount minus 0.10% will be paid to the Adjusted LIBO Rate for Lenders by Issuing Bank, who shall accomplish the same by paying such amounts to Administrative Agent in arrears on each Interest Period less 0.10% per annumPayment Date. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madeUpon Administrative Agent's receipt of such amounts from Issuing Bank, the Administrative Agent shall determine promptly pay all amounts it receives from Issuing Bank to the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorLenders. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Funded LC Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to fund Funded LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.8.2(d) and pay other amounts provided herein related thereto), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Funded LC Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation Lenders, the provisions of this Section 2.8.1 and the application of the Funded LC Credit-Linked Deposits in the manner contemplated by Section 2.8.2(c) constitute agreements among Administrative Agent, Issuing Bank and each Lender with respect to the Borrower shall have no liability or obligation funding obligations of each Lender in respect of its participation in PSCo Letter of Credit and do not constitute any loan or extension of credit to Borrower. (d) Issuing Bank shall promptly provide to Administrative Agent such information as Administrative Agent may require to provide such information to Borrower and/or the principal amount of the Credit-Linked DepositsLenders as is required hereunder.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender shall pay to the Administrative Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with subsection 2.1(b). The LC Facility Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to subsection 2.1(b) or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit in the amount of its LC Facility Commitment and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the Administrative Agent as security for the obligations of each LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the Borrower of its Reimbursement Obligations hereunder). (iib) Each of the Administrative Agent, the each LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) subsection 2.6 and (e) of this Section 2.19 and (y) that the Administrative Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (as they may invest be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposits in Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such investments day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.10% (or such lesser rate as may be determined from time agreed to time by the Administrative Agent, the applicable LC Facility Issuing Bank and the Borrower) per annum (calculated on the basis of a 365-day or 366-day year, as applicable). The Such amount (or the amount determined in accordance with subsections 3.7 or 3.10) will be paid by the Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility Fees are payable. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the Administrative Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, interest (computed on the basis of Borrower shall have the actual number of days elapsed right, at any time prior to the Tranche B LC Facility Maturity Date, to pay over a year of 360 days) on to the Administrative Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumDeposit Account. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by Until the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the shall repay any amount of interest payable by the Administrative Agent on withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, the interest payable to the LC Facility Lenders on their LC Facility Deposits during such Interest Period, and such determination under subsection 3.14(b) shall be conclusive absent manifest errorcorrespondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective LC Facility Percentages, to the rights of the Administrative Agent with respect to such amount. (iiid) The Neither the Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest thereon) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility Disbursements as expressly provided in this Agreement. Without limiting subsection 2.6), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation to return provisions of this subsection 3.14 and the Credit-Linked application of the LC Facility Deposits to in the Pre-Funded L/C Lenders is solely an obligation of manner contemplated by subsection 2.6(e) constitute agreements among the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the Borrower shall have no liability or obligation funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the principal amount Borrower. (e) Provided, in each case, that the Borrower has complied with subsections 2.6(e)(i) and 3.15(cb), the Administrative Agent shall return any remaining Tranche A LC Facility Deposits to the Tranche A LC Facility Lenders on the Tranche A LC Facility Maturity Date and any remaining Tranche B LC Facility Deposits to the Tranche B LC Facility Lenders on the Tranche B LC Facility Maturity Date or, in each case, thereafter once the Borrower has complied with subsections 2.6(e)(i) and 3.15(cb). (f) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the Benchmark LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Credit-Linked DepositsFederal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in Section 2.02(f) or 2.09(b). Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Pre-Funded L/C Lender in respect of its participation in Funded Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit on the Closing Date. (iib) Each of the Borrower, the Administrative Agent, the Issuing Bank and each Pre-Funded L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.22(d) and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in so as to earn a return (except during periods when such investments as may be determined from time to time Credit-Linked Deposits, or funds advanced by the Administrative Agent. The Administrative Agent hereby agrees against such Credit-Linked Deposits, are used to pay to each Pre-cover unreimbursed Funded L/C LenderDisbursements, on each and subject to Section 2.08) for the Funded L/C Lenders equal to (i) the LIBO Rate for the Interest Payment Date Period in effect for the Credit-Linked Deposits, Deposits at such time (the "Benchmark LIBO Rate") minus (ii) 0.15%. Such interest (computed on will be paid to the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Lenders by the Administrative Agent quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.05(d). In addition to the foregoing payments by the Administrative Agent, the Borrower agrees to make payments to the Funded Pro Rata Percentage L/C Lenders quarterly in arrears when Letter of Credit fees are payable pursuant to Section 2.05(d) (and together with the aggregate payment of such fees) in an amount equal to 0.15% on the average daily amount of the Credit-Linked Deposits Deposit during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such applicable Interest Period, and such determination shall be conclusive absent manifest error. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly (except for the reimbursement obligations provided in this Agreement. Without limiting Section 2.22), it being acknowledged and agreed by the foregoingparties hereto that the making of the Credit-Linked Deposits by the Funded L/C Lenders, the obligation provisions of this Section 2.23 and the application of the Credit-Linked Deposits in the manner contemplated by Section 2.22(d) constitute agreements among the Administrative Agent, the Issuing Bank and each Funded L/C Lender with respect to the funding obligations of each Funded L/C Lender in respect of its participation in Funded Letters of Credit and do not constitute any loan or extension of credit to the Borrower. (d) Subject to the Borrower's compliance with the cash-collateralization requirements set forth herein, the Administrative Agent shall return the any remaining Credit-Linked Deposits to the Pre-Funded L/C Lenders is solely an obligation following the occurrence of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked DepositsMaturity Date.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the LC Facility Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the LC Facility Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the LC Facility Administrative Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding (or has funded) its Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.6(d) and (e) of this Section 2.19 and (y) that the LC Facility Administrative Agent may has agreed to invest the Credit-Linked Deposits which are on deposit in such investments as may be determined the Credit-Linked Deposit Account from time to time by the Administrative Agent. The Administrative Agent hereby agrees so as to pay earn a return (subject to each Pre-Funded L/C Lender, on each Interest Payment Date clause (e) below) for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum LC Facility Lenders equal to the Adjusted LIBO LIBID Rate for the applicable period. Each LC Facility Lender’s Pro Rata Share of such Interest Period less 0.10% per annum. With respect interest will be paid to any Interest Period during which a Pre-Funded L/C Loan is deemed made, such LC Facility Lender by the LC Facility Administrative Agent shall determine in arrears on the amount last Business Day of interest payable by each March, June, September and December and on each other day (including, as set forth in the Borrower second proviso in Section 2.9, on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding Amendment and Restatement Effective Date) Participation Fees are paid pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error2.9. (iiic) The Borrower Borrowers shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting thereto, it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation LC Facility Lenders, the provisions of the Administrative Agent, this Section 2.7 and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.6(d) constitute agreements among the LC Facility Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to any Borrower. (d) Subject to Section 2.8(a), each LC Facility Lender’s Pro Rata Share of any amount of Credit-Linked Deposits remaining on deposit in the Credit-Linked Deposit Account will be returned to such LC Facility Lender on the first date on or after the Maturity Date on which the LC Facility LC Exposure has been reduced to zero. (e) If, for any date of determination of the LIBID Rate the LC Facility Administrative Agent, shall have determined (which determination shall be conclusive and binding on each LC Facility Lender) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBID Rate, the LC Facility Administrative Agent shall give notice thereof to the LC Facility Lenders and until such notice has been withdrawn, the Credit-Linked Deposits on deposit in the Credit-Linked Deposit Account shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the LC Facility Administrative Agent in accordance with banking industry rules on interbank compensation. (i) The Original LC Facility shall be deemed to be extinguished and the LC Facility shall be deemed to be established, in each case as of the Amendment and Restatement Effective Date. (ii) Each Original LC Facility Lender that has an LC Facility Commitment and that has executed a counterpart to this Agreement severally agrees to exchange, as of the Amendment and Restatement Effective Date, its participation in the Original LC Facility for a participation in the LC Facility equal to its LC Facility Commitment and the Credit-Linked Deposit of each such LC Facility Lender shall remain in the Credit-Linked Deposit Account, subject to adjustment as set forth in Sections 2.7(f)(iv) and (v). (iii) Each LC Facility Lender that was not an Original LC Facility Lender shall fund a Credit-Linked Deposit in an amount equal to its LC Facility Commitment into the Credit-Linked Deposit Account on the Amendment and Restatement Effective Date. (iv) To the extent that the LC Facility Commitment of any LC Facility Lender exceeds the Credit-Linked Deposit (if any) of such LC Facility Lender immediately prior to the occurrence of the Amendment and Restatement Effective Date, such excess will be deposited by such LC Facility Lender in the form of Credit-Linked Deposits into the Credit-Linked Deposit Account on the Amendment and Restatement Effective Date. (v) To the extent that the Credit-Linked Deposit (if any) of any LC Facility Lender immediately prior to the occurrence of the Amendment and Restatement Effective Date exceeds the LC Facility Commitment of such LC Facility Lender, such excess shall be returned by the LC Facility Administrative Agent to such LC Facility Lender on the Amendment and Restatement Effective Date. Any Original LC Facility Lender that shall not become an LC Facility Lender as of the Amendment and Restatement Effective Date shall have the full amount of its Credit-Linked Deposit returned to such Original LC Facility Lender on the Amendment and Restatement Effective Date. (vi) On the Amendment and Restatement Effective Date, the US Borrowers shall pay to each LC Facility Lender and, without duplication, each Original LC Facility Lender, all accrued and unpaid Participation Fees through but excluding the Amendment and Restatement Effective Date to such LC Facility Lender or Original LC Facility Lender, as the case may be, under Section 2.9. (vii) On the Amendment and Restatement Effective Date, the LC Facility Administrative Agent shall pay to each LC Facility Lender and, without duplication, each Original LC Facility Lender, all accrued and unpaid interest through but excluding the Amendment and Restatement Effective Date owing to such LC Facility Lender or Original LC Facility Lender, as the case may be, under the second sentence of Section 2.7(b). (viii) It is understood and agreed by all parties hereto that, except for the Replaced LC Facility Letters of Credit, all LC Facility Letters of Credit issued and outstanding under the Original LC Facility immediately prior to the occurrence of the Amendment and Restatement Effective Date shall be deemed to be issued and outstanding under the LC Facility from and after the occurrence of the Amendment and Restatement Effective Date and shall be deemed to be LC Facility Letters of Credit for purposes of the Financing Agreements and that no notification to or consent from any beneficiary under any LC Facility Letter of Credit shall be required in connection therewith. (ix) All returns of Credit-Linked Deposits referred to in this Section 2.7(f) shall be effected on the Amendment and Restatement Effective Date without regard to any notice requirement, minimum principal amount or pro rata allocation provision otherwise applicable thereto hereunder.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender shall pay to the Administrative Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with subsection 2.1(b). The LC Facility Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to subsection 2.1(b) or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit in the amount of its LC Facility Commitment and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the Administrative Agent as security for the obligations of each LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the Borrower of its Reimbursement Obligations hereunder). (iib) Each of the Administrative Agent, the each LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) subsection 2.6 and (e) of this Section 2.19 and (y) that the Administrative Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (as they may invest be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposits in Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such investments day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.10% (or such lesser rate as may be determined from time agreed to time by the Administrative Agent, the applicable LC Facility Issuing Bank and the Borrower) per annum (calculated on the basis of a 365-day or 366-day year, as applicable). The Such amount (or the amount determined in accordance with subsections 3.7 or 3.10) will be paid by the Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility Fees are payable. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the Administrative Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, interest (computed on the basis of Borrower shall have the actual number of days elapsed right, at any time prior to the LC Facility Maturity Date, to pay over a year of 360 days) on to the Administrative Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumDeposit Account. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by Until the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the shall repay any amount of interest payable by the Administrative Agent on withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility Disbursement, the interest payable to the LC Facility Lenders on their LC Facility Deposits during such Interest Period, and such determination under subsection 3.14(b) shall be conclusive absent manifest errorcorrespondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective LC Facility Percentages, to the rights of the Administrative Agent with respect to such amount. (iiid) The Neither the Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest thereon) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility Disbursements as expressly provided in this Agreement. Without limiting subsection 2.6), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation to return provisions of this subsection 3.14 and the Credit-Linked application of the LC Facility Deposits to in the Pre-Funded L/C Lenders is solely an obligation of manner contemplated by subsection 2.6(e) constitute agreements among the Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the Borrower shall have no liability or obligation funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the principal amount Borrower. (e) Provided, in each case, that the Borrower has complied with subsections 2.6(e)(i) and 3.15(c), the Administrative Agent shall return any remaining LC Facility Deposits to the LC Facility Lenders on the LC Facility Maturity Date or thereafter once the Borrower has complied with subsections 2.6(e)(i) and 3.15(c) and, in any event, shall return to the LC Facility Lenders on the LC Facility Maturity Date any excess of the Credit-Linked DepositsLC Facility Deposits over the LC Facility Exposure. (f) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the Benchmark LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with Section 2.01(c)(i) and on the Restatement Effective Date, a portion of the LC-1 Facility Deposit of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii). The LC Facility Deposits shall be held by the Administrative LC Facility Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative LC Facility Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, shall be deemed to have occurred on the Restatement Effective Date) and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder). (iib) Each of the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative LC Facility Agent for application in the manner contemplated by paragraphs Section 2.04 and that the LC Facility Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (d) as they may be reduced and (e) of this Section 2.19 subsequently increased by withdrawals and (y) the Administrative Agent may invest deposits made with respect to the Credit-Linked Deposits Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable). Such amount will (or the amount determined in such investments as may accordance with Section 2.14) will be determined from time to time paid by the Administrative AgentLC Facility Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. The Administrative Agent hereby In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to pay make payments to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such period. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, interest (computed on the basis of U.S. Borrower shall have the actual number of days elapsed right, at any time prior to the LC Facility Maturity Date, to pay over a year of 360 days) on to the LC Facility Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Adjusted LIBO Rate LC Facility Issuing Bank for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madean unreimbursed LC Facility LC Disbursement, the Administrative Agent shall determine the amount of interest payable by the Borrower LC Facility Agent to the Agent for distribution to the LC Facility Lenders on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (htheir LC Facility Deposits under Section 2.18(b) of this Section shall be correspondingly reduced and the amount LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of interest payable by the Administrative LC Facility Agent on the Credit-Linked Deposits during with respect to such Interest Period, and such determination shall be conclusive absent manifest erroramount. (iiid) The Neither the U.S. Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.04), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation to return provisions of this Section 2.18 and the Credit-Linked application of the LC Facility Deposits in the manner contemplated by Section 2.04(e) constitute agreements among the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the Pre-Funded L/C Lenders is solely an obligation funding obligations of the Administrative Agent, and the Borrower shall have no liability or obligation each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the principal amount U.S. Borrower. (e) Provided, in each case, that the U.S. Borrower has complied with Section 2.04(j), the LC Facility Agent shall return any remaining LC Facility Deposits maturing on any LC Facility Maturity Date to the Agent and the Agent shall distribute such amounts to the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Maturity Date. (f) If the LC Facility Agent is advised by JPMorgan Chase Bank, N.A. that it is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Credit-Linked DepositsFederal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (i) On the Closing Date and subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and 4.02, each PF Lender shall pay to the Administrative Agent such PF Lender’s Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender in respect of its participation in PF Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank and each Pre-Funded L/C PF Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C PF Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSections 2.02(g) and (e2.23(d) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments Credit Suisse time deposit accounts as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C PF Lender, on each Interest Payment Date for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C PF Lender’s Pre-Funded PF Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annumthe Credit-Linked Deposit Cost Amount. With respect to any Interest Period during which a Pre-Funded PF L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded PF L/C Loan for the portion of such Interest Period during which such Pre-Funded PF L/C Loan is outstanding pursuant to paragraph (hSection 2.02(h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error. (iii) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Pre-Funded LP/C F Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (ia) On the Initial Borrowing Date and subject to the satisfaction of the conditions precedent set forth in Sections 5 and 6, each PF Lender on such date shall pay to the Administrative Agent such PF Lender’s Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender in respect of its participation Participation in PF Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the Administrative Agent, the Issuing Bank each Letter of Credit Issuer and each Pre-Funded L/C PF Lender hereby acknowledges and agrees that (xi) each Pre-Funded L/C PF Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs Section 2.03, (d) and (e) of this Section 2.19 and (yii) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Agent (in consultation with the Borrower) and (iii) the Administrative Agent hereby agrees has agreed to pay to each PrePF Lender a return on its Credit-Funded L/C Lender, Linked Deposits (except (x) during periods when such Credit-Linked Deposits are used to reimburse a Letter of Credit Issuer with respect to Drawings on each PF Letters of Credit or (y) as otherwise provided in Sections 2.04(a)(ii) and 2.06(d)) equal at any time to the Eurodollar Rate for the Interest Payment Date Period in effect for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of Deposits at such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of time less the Credit-Linked Deposits during Deposit Cost Amount at such Interest Period at a rate per annum equal time. Such interest will be paid to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable PF Lenders by the Administrative Agent at the Eurodollar Rate for an Interest Period of a duration specified in the definition of “Interest Period” (or in an amount determined in accordance with Section 2.04(a)(ii) or 2.06(d), as applicable) in arrears on the last day of each Interest Period applicable to the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to reimburse a Letter of Credit Issuer with respect to Drawings on PF Letters of Credit as expressly provided in this Agreement. Without limiting Section 2.03), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return funding of the Credit-Linked Deposits to by the Pre-Funded L/C PF Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.03(c)(iii) constitute agreements among the Administrative Agent, each Letter of Credit Issuer and each PF Lender with respect to the Participation in the PF Letters of Credit and do not constitute any loan or extension of credit to the Borrower directly by the PF Lenders. (d) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the Eurodollar Rate for the Credit-Linked Deposits (or any part thereof), then the Credit-Linked Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) On the Initial Borrowing Date and subject to the satisfaction of the conditions precedent set forth in Sections 5 and 6, each PF Lender on such date shall pay to the Administrative Agent such PF Lender's Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender in respect of its participation Participation in PF Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the Administrative Agent, the Issuing Bank each Letter of Credit Issuer and each Pre-Funded L/C PF Lender hereby acknowledges and agrees that (xi) each Pre-Funded L/C PF Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs Section 2.03, (d) and (e) of this Section 2.19 and (yii) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Agent (in consultation with the Borrower) and (iii) the Administrative Agent hereby agrees has agreed to pay to each PrePF Lender a return on its Credit-Funded L/C Lender, Linked Deposits (except (x) during periods when such Credit-Linked Deposits are used to reimburse a Letter of Credit Issuer with respect to Drawings on each PF Letters of Credit or (y) as otherwise provided in Sections 2.04(a)(ii) and 2.06(d)) equal at any time to the LIBOR Rate for the Interest Payment Date Period in effect for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of Deposits at such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of time less the Credit-Linked Deposits during Deposit Cost Amount at such Interest Period at a rate per annum equal time. Such interest will be paid to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable PF Lenders by the Administrative Agent at the LIBOR Rate for an Interest Period of three months (or at an amount determined in accordance with Section 2.04(a)(ii) or 2.06(d), as applicable) in arrears on the last day of each Interest Period applicable to the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to reimburse a Letter of Credit Issuer with respect to Drawings on PF Letters of Credit as expressly provided in this Agreement. Without limiting Section 2.03), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return funding of the Credit-Linked Deposits to by the Pre-Funded L/C PF Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.03(c)(iii) constitute agreements among the Administrative Agent, each Letter of Credit Issuer and each PF Lender with respect to the Participation in the PF Letters of Credit and do not constitute any loan or extension of credit to the Borrower directly by the PF Lenders. (d) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the Credit-Linked Deposits (or any part thereof), then the Credit-Linked Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The Tranche B Credit-Linked Deposits shall be held by the Administrative Paying Agent in (or credited to) the Tranche B Credit-Linked Deposit Account, and no person party other than the Administrative Paying Agent shall have a right of withdrawal from the Tranche B Credit-Linked Deposit Account or any other right or power with respect to the Tranche B Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Tranche B Lender in respect of its participation in Tranche B Letters of Credit shall be satisfied in full upon the funding of its Tranche B Credit-Linked Deposit. (iib) Each of the Administrative Paying Agent, the each Issuing Bank issuing any Tranche B Letter of Credit and each Pre-Funded L/C Tranche B Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Tranche B Lender is funding its Tranche B Credit-Linked Deposit to the Administrative Paying Agent for application in the manner contemplated by paragraphs (dSection 2.04(e) and (e) of this Section 2.19 and (y) that the Administrative Paying Agent may has agreed to invest the Tranche B Credit-Linked Deposits in so as to earn a return (except during periods when such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Tranche B Credit-Linked Deposits, interest or funds advanced by the Paying Agent against such Tranche B Credit-Linked Deposits, are used to cover unreimbursed Tranche B LC Disbursements, and subject to Section 2.13) for the Tranche B Lenders equal at any time to (computed on i) the basis of LIBO Rate for the actual number of days elapsed over a year of 360 days) on Interest Period in effect for the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Tranche B Credit-Linked Deposits during at such Interest Period at a rate per annum equal time minus (ii) 10 basis points; provided that, in the event that the Borrower shall revoke any notice of prepayment pursuant to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madeSections 2.08 and 2.10, the Administrative Paying Agent shall determine use commercially reasonable efforts to invest the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Tranche B Credit-Linked Deposits during that are affected thereby in a manner that is consistent with its policies relating to such deposits. Such interest will be paid to the Tranche B Lenders by the Paying Agent in arrears on the last day of each Interest Period, and such determination shall be conclusive absent manifest errorPeriod applicable to the Tranche B Credit-Linked Deposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Tranche B Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to fund Tranche B LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.04(f)), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Tranche B Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation Tranche B Lenders, the provisions of this Section 2.05 and the application of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Tranche B Credit-Linked DepositsDeposits in the manner contemplated by Section 2.04(e) constitute agreements among the Paying Agent, each Issuing Bank issuing any Tranche B Letter of Credit and each Tranche B Lender with respect to the funding obligations of each Tranche B Lender in 29 LA/1174693.12 respect of its participation in Tranche B Letters of Credit and do not constitute any loan or extension of credit to the Borrower.

Credit-Linked Deposit Account. (ia) On the Initial Borrowing Date, and subject to the satisfaction of the conditions precedent set forth in Section 5, each CL Lender on such date shall pay to the Administrative Agent such CL Lender's Credit-Linked Deposit. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C CL Lender in respect of its participation in CL Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit (including the funding thereof, in whole or in part, pursuant to Section 2.07(b)). (iib) On each Incremental Credit Commitment Effective Date in respect of an increase in the Credit-Linked Commitments, each Incremental Lender the Credit-Linked Commitment of which is then being increased shall pay to the Administrative Agent an amount equal to such increase, such amount to be included for all purposes of this Agreement in the Credit-Linked Deposit of such Lender. (c) Each of the Administrative Agent, the each Issuing Bank Lender and each Pre-Funded L/C CL Lender hereby acknowledges and agrees (i) that (x) each Pre-Funded L/C CL Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs Section 2.04, (d) and (e) of this Section 2.19 and (yii) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Agent and (iii) the Administrative Agent hereby agrees has agreed to pay to each PreCL Lender a return on its Credit-Funded L/C Lender, Linked Deposit (except (x) during periods when such Credit-Linked Deposits are used to reimburse an Issuing Lender with respect to Drawings on each CL Letters of Credit or (y) as otherwise provided in Sections 2.05(a)(ii) and 2.07(e)) equal at any time to the LIBOR Rate for the Interest Payment Date Period in effect for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of Deposits at such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of time less the Credit-Linked Deposits during Deposit Cost Amount at such Interest Period at a rate per annum equal time. Such interest will be paid to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable CL Lenders by the Administrative Agent on at the applicable LIBOR Rate for an Interest Period of one month (or at an amount determined in accordance with Section 2.05(a)(ii) or 2.07(e), as applicable) less, in each case, the Credit-Linked Deposits during such Deposit Cost Amount in arrears on each CL Interest Period, and such determination shall be conclusive absent manifest errorPayment Date. (iiid) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to reimburse an Issuing Lender with respect to Drawings on CL Letters of Credit as expressly provided in this Agreement. Without limiting Section 2.04), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return funding of the Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation of the Administrative AgentCL Lenders, and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.04(c)(ii) constitute agreements among the Administrative Agent, each Issuing Lender and each CL Lender with respect to the participation in the CL Letters of Credit and do not constitute any loan or extension of credit to the Borrower. (e) If the Administrative Agent is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the Administrative Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the Credit-Linked Deposits (or any part thereof), then the Credit-Linked Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The On the Closing Date, each LC Facility Lender shall pay to the LC Facility Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with Section 2.01(c). The LC Facility Deposits shall be held by the Administrative LC Facility Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative LC Facility Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its Credit-Linked DepositLC Facility Deposit in the amount of its LC Facility Commitment and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder). (iib) Each of the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked LC Facility Deposit to the Administrative LC Facility Agent for application in the manner contemplated by paragraphs Section 2.04 and that the LC Facility Agent has agreed to invest the LC Facility Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (d) as they may be reduced and (e) of this Section 2.19 subsequently increased by withdrawals and (y) the Administrative Agent may invest deposits made with respect to the Credit-Linked Deposits Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day for the period until the next following Business Day, equal to (i) such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable). Such amount will (or the amount determined in such investments as may accordance with Section 2.14) will be determined from time to time paid by the Administrative AgentLC Facility Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. The Administrative Agent hereby In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to pay make payments to each Pre-Funded L/C Lender, on each Interest Payment Date for the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such period. (c) In the event funds from the Credit-Linked DepositsDeposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, interest (computed on the basis of U.S. Borrower shall have the actual number of days elapsed right, at any time prior to the LC Facility Maturity Date, to pay over a year of 360 days) on to the LC Facility Agent in reimbursement thereof an amount equal to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of so withdrawn for deposit in the Credit-Linked Deposits during such Interest Period at a rate per annum equal Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the Adjusted LIBO Rate LC Facility Issuing Bank for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madean unreimbursed LC Facility LC Disbursement, the Administrative Agent shall determine the amount of interest payable by the Borrower LC Facility Agent to the Agent for distribution to the LC Facility Lenders on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (htheir LC Facility Deposits under Section 2.18(b) of this Section shall be correspondingly reduced and the amount LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of interest payable by the Administrative LC Facility Agent on the Credit-Linked Deposits during with respect to such Interest Period, and such determination shall be conclusive absent manifest erroramount. (iiid) The Neither the U.S. Borrower nor any other Loan Party shall not have any right, title or interest in or to the Credit-Linked Deposit Account LC Facility Deposits or the Credit-Linked Deposits and no any obligations with respect thereto other than (including any obligation to pay interest at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.04), it being acknowledged and agreed by the foregoingparties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the obligation provisions of this Section 2.18 and the application of the LC Facility Deposits in the manner contemplated by Section 2.04(e) constitute agreements among the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each LC Facility Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to the U.S. Borrower. (e) Provided, in each case, that the U.S. Borrower has complied with Section 2.04(j), the LC Facility Agent shall return the Credit-Linked any remaining LC Facility Deposits to the Pre-Funded L/C Agent and the Agent shall distribute such amounts to the LC Facility Lenders on the LC Facility Maturity Date. (f) If the LC Facility Agent is solely an obligation advised by JPMorgan Chase Bank, N.A. that it is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) shall be invested so as to earn a return equal to the greater of the Administrative Agent, Federal Funds Rate and a rate determined by the Borrower shall have no liability or obligation LC Facility Agent in respect of the principal amount of the Credit-Linked Depositsaccordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in Section 2.07(b) or Section 2.18(e)(iii). Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Pre-Funded L/C LC Lender in respect of its participation in Funded Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked DepositDeposit on the Closing Date. (iib) Each of Borrower, the Administrative Agent, the Issuing Bank and each Pre-Funded L/C LC Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.18(e)(iii) and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in so as to earn a return (except during periods when such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, or funds advanced by the Administrative Agent against such Credit-Linked Deposits, are used to cover unreimbursed Funded LC Disbursements) for the Funded LC Lenders equal to the UBS One-Month Internal Deposit Rate, subject to Section 2.11. Such interest will be paid to the Funded LC Lenders by the Administrative Agent quarterly in arrears when Funded LC Participation Fees are payable pursuant to Section 2.05(d). In addition to the foregoing payments by the Administrative Agent, Borrower agrees to make payments to the Funded LC Lenders quarterly in arrears when Funded LC Participation Fees are payable pursuant to Section 2.05(d) (computed and together with the payment of such Funded LC Participation Fees) in an amount equal to the difference between the Adjusted LIBOR Rate for an Interest Period of one month and the UBS One-Month Internal Deposit Rate on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate average daily amount of the Credit-Linked Deposits Deposit during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for (such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed madepayments, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre"CREDIT-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorLINKED DEPOSIT FEE"). (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly (except for the Funded LC Reimbursement Obligations provided in this Agreement. Without limiting Section 2.18(e)(iii)), it being acknowledged and agreed by the foregoingparties hereto that the making of the Credit-Linked Deposits by the Funded LC Lenders, the obligation provisions of this Section 2.19 and the application of the Credit-Linked Deposits in the manner contemplated by Section 2.18(e)(iii) constitute agreements among the Administrative Agent, the Issuing Bank and each Funded LC Lender with respect to the funding obligations of each Funded LC Lender in respect of its participation in Funded Letters of Credit and do not constitute any loan or extension of credit to Borrower. (d) Subject to Borrower's compliance with the cash-collateralization requirements set forth herein, the Administrative Agent shall return the any remaining Credit-Linked Deposits to the Pre-Funded L/C LC Lenders is solely an obligation following the occurrence of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked DepositsFunded LC Maturity Date.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the LC Facility Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the LC Facility Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C LC Facility Lender in respect of its participation in LC Facility Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the LC Facility Administrative Agent, the LC Facility Issuing Bank and each Pre-Funded L/C LC Facility Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C LC Facility Lender is funding its Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.6(d) and (e) of this Section 2.19 and (y) that the LC Facility Administrative Agent may has agreed to invest the Credit-Linked Deposits which are on deposit in such investments as may be determined the Credit Linked Deposit Account from time to time by the Administrative Agent. The Administrative Agent hereby agrees so as to pay earn a return (subject to each Pre-Funded L/C Lender, on each Interest Payment Date clause (e) below) for the Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum LC Facility Lenders equal to the Adjusted LIBO LIBID Rate for the applicable period. Each LC Facility Lender’s Pro Rata Share of such Interest Period less 0.10% per annum. With respect interest will be paid to any Interest Period during which a Pre-Funded L/C Loan is deemed made, such LC Facility Lender by the LC Facility Administrative Agent shall determine in arrears on the amount last Business Day of interest payable by the Borrower each March, June, September and December and on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding each other day Participation Fees are paid pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error2.9. (iiic) The Borrower Borrowers shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting thereto, it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation LC Facility Lenders, the provisions of the Administrative Agent, this Section 2.7 and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.6(d) constitute agreements among the LC Facility Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender with respect to the funding obligations of each Lender in respect of its participation in LC Facility Letters of Credit and do not constitute any loan or extension of credit to any Borrower. (d) Subject to Section 2.8(a), each LC Facility Lender’s Pro Rata Share of any amount of Credit-Linked Deposits remaining on deposit in the Credit-Linked Deposit Account will be returned to such LC Facility Lender on the first date on or after the Maturity Date on which the LC Facility LC Exposure has been reduced to zero. (e) If, for any date of determination of the LIBID Rate the LC Facility Administrative Agent, shall have determined (which determination shall be conclusive and binding on each LC Facility Lender) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBID Rate, the LC Facility Administrative Agent shall give notice thereof to the LC Facility Lenders and until such notice has been withdrawn, the Credit-Linked Deposits on deposit in the Credit Linked Deposit Account shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the LC Facility Administrative Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (ia) The Tranche B Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Tranche B Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Tranche B Credit-Linked Deposit Account or any other right or power with respect to the Tranche B Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Tranche B Lender in respect of its participation in Tranche B Letters of Credit shall be satisfied in full upon the funding of its Tranche B Credit-Linked Deposit. (iib) Each of the Administrative Agent, the each Issuing Bank issuing any Tranche B Letter of Credit and each Pre-Funded L/C Tranche B Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Tranche B Lender is funding its Tranche B Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.05(d) and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Tranche B Credit-Linked Deposits in so as to earn a return (except during periods when such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date for the Tranche B Credit-Linked Deposits, interest (computed on or funds advanced by the basis of Administrative Agent against such Tranche B Credit-Linked Deposits, are used to cover unreimbursed Tranche B LC Disbursements, and subject to Section 2.14) for the actual number of days elapsed over a year of 360 days) on Tranche B Lenders equal at any time to the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of LIBO Rate for the aggregate amount of Interest Period in effect for the Tranche B Credit-Linked Deposits during at such Interest Period at a rate per annum equal time. Such interest will be paid to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable Tranche B Lenders by the Administrative Agent at the applicable LIBO Rate (or at an amount determined in accordance with clause (iii) of Section 2.14, if applicable) in arrears on the Credit-last day of each Interest Period applicable to the Tranche B Credit- Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Tranche B Credit-Linked Deposits and no obligations with respect thereto other than (except to refund portions thereof used to fund LC Disbursements as expressly provided in this Agreement. Without limiting Section 2.05(e)), it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Tranche B Credit-Linked Deposits to by the PreTranche B Lenders, the provisions of this Section 2.06 and the application of the Tranche B Credit-Funded L/C Lenders is solely an obligation of Linked Deposits in the manner contemplated by Section 2.05(d) constitute agreements among the Administrative Agent, each Issuing Bank issuing any Tranche B Letter of Credit and each Tranche B Lender with respect to the Borrower shall have no liability or obligation funding obligations of each Tranche B Lender in respect of its participation in Tranche B Letters of Credit and do not constitute any loan or extension of credit to the principal amount of the Credit-Linked DepositsBorrower.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the Administrative Agent, the Issuing Bank Issuer and each PreCredit-Funded L/C Linked Revolving Loan Lender hereby acknowledges and agrees that (x) each PreCredit-Funded L/C Linked Revolving Loan Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (d) Section 2.6.1 and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in so as to earn a return (except during periods when such investments as may be determined from Credit-Linked Deposits are used to cover unreimbursed Reimbursement Obligations) for such Credit-Linked Revolving Loan Lender equal at any time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each LIBO Rate for the Interest Payment Date Period in effect for the Credit-Linked Deposits, Deposits at such time. Such interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of will be paid to the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Revolving Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable Lenders by the Administrative Agent at the applicable LIBO Rate in arrears on the last day of each Interest Period applicable to the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting thereto, it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Credit-Linked Deposits to by the PreCredit-Funded L/C Lenders is solely an obligation Linked Revolving Loan Lenders, the provisions of the Administrative Agent, this Section 2.6.6 and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by Section 2.6.1 constitute agreements among the Administrative Agent, the Issuer and each Credit-Linked Revolving Loan Lender with respect to the funding obligations of each Credit-Linked Revolving Loan Lender in respect of its participation in Letters of Credit and do not constitute any additional loan or extension of credit to the Borrower. (d) Each Credit-Linked Revolving Loan Lender hereby grants to the Administrative Agent, for the benefit of the Issuer, a security interest in all right, title and interest of such Credit-Linked Revolving Loan Lender in the Credit-Linked Deposit of such Credit-Linked Revolving Loan Lender, as security for the obligations of such Credit-Linked Revolving Loan Lender to the Issuer under this Section 2.6. For purposes of perfecting such security interest, each Credit-Linked Revolving Loan Lender hereby instructs The Toronto-Dominion Bank as the bank in which the Credit-Linked Deposits are maintained, and The Toronto-Dominion Bank hereby agrees, to follow the instructions of the Administrative Agent in respect of the Credit-Linked Deposit of such Credit-Linked Revolving Loan Lender without further consent by such Credit-Linked Revolving Loan Lender.

Credit-Linked Deposit Account. (i) On the Closing Date and subject to the satisfaction of the conditions precedent set forth in Sections 4.01 and 4.02, each PF Lender shall pay to the Administrative Agent such PF Lender’s Credit-Linked Deposit. Subject to the satisfaction of the conditions precedent to effectiveness of any Incremental PF L/C Assumption Agreement, each Incremental PF Lender shall pay to the Administrative Agent such Incremental PF Lender’s Credit-Linked Deposit or Other Credit-Linked Deposit, as required by the Incremental PF L/C Assumption Agreement. The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C PF Lender or Incremental PF Lender in respect of its participation in PF Letters of Credit or Other PF Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit or Other Credit-Linked Deposit, as the case may be. (ii) Each of the Administrative Agent, the Issuing Bank Bank, each PF Lender and each Pre-Funded L/C Incremental PF Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C PF Lender or Incremental PF Lender, as the case may be, is funding its Credit-Linked Deposit or Other Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSections 2.02(g) and (e2.23(d) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits and Other Credit-Linked Deposits in such investments deposit accounts as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C PF Lender or Incremental PF Lender, as the case may be, on each Interest Payment Date for the Credit-Linked Deposits and Other Credit-Linked Deposits, interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C PF Lender’s Pre-Funded or Incremental PF Lender’s PF Pro Rata Percentage or Other PF Pro Rata Percentage, respectively, of the aggregate amount of the Credit-Linked Deposits or Other Credit-Linked Deposits, respectively, during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum10 basis points. With respect to any Interest Period during which a Pre-Funded PF L/C Loan or Other PF L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (hSection 2.02(h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits or Other Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest error. In addition, if on any Interest Payment Date for the Credit-Linked Deposits or Other Credit-Linked Deposits the Adjusted LIBO Rate for the Interest Period then ended would exceed the LIBO Rate for such Interest Period (as a result of the imposition of Statutory Reserves), then on such Interest Payment Date the Borrower will pay to the Administrative Agent in immediately available funds, for distribution to the Lenders in accordance with their PF Pro Rata Percentages or Other PF Pro Rata Percentages, as applicable, an amount equal to the additional interest that would have accrued on the Credit-Linked Deposits or Other Credit-Linked Deposits during such Interest Period had the Adjusted LIBO Rate been employed. (iii) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits or Other Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits and Other Credit-Linked Deposits to the Pre-Funded L/C PF Lenders and the Incremental PF Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (i) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (ii) Each of the Administrative Agent, the Issuing Bank Synthetic L/C Issuer and each Pre-Funded Synthetic L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded Synthetic L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSection 2.03(c)(viii) and (e) of this Section 2.19 and (y) the Administrative Agent may invest the Credit-Linked Deposits in such investments as may be determined from time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded Synthetic L/C Lender, on each Interest Payment Date for the Credit-Linked Deposits, Lender interest (computed on the basis of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded Synthetic L/C Lender’s Pre-Funded Pro Rata Percentage Share of the aggregate amount of the Credit-Linked Deposits during such Interest Period at a rate per annum equal to LIBOR for an interest period of 30 days (reset weekly) less the Adjusted LIBO Rate for Credit-Linked Deposit Cost Amount. Each Synthetic L./C Lender’s Pro Rata Share of interest accrued on the Credit-Linked Deposits through and including the last day of March, June, September and December of each year shall be payable on the first Business Day following such Interest Period less 0.10% per annumlast day, and on any date on which any Credit-Linked Deposit is terminated and the funds therein returned to such Lenders. With respect to any Interest Period such interest period in respect of the Credit-Linked Deposits during which a Pre-Funded Synthetic L/C Loan is deemed made, the Administrative Agent shall determine (i) the amount of interest payable by the Borrower on such Pre-Funded Synthetic L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph in accordance with Section 2.08(a)(iv) and (hii) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Periodinterest period in accordance with this Section 2.03(k), in each case for the portion of such interest period during which such Synthetic L/C Loan is outstanding pursuant to Section 2.03(c)(i), and such determination shall be conclusive presumed correct absent manifest error. (iiiii) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, the obligation to return the Credit-Linked Deposits to the Pre-Funded Synthetic L/C Lenders is solely an obligation of the Administrative Agent, and the Borrower shall have no liability or obligation in respect of the principal amount of the Credit-Linked Deposits.

Credit-Linked Deposit Account. (i) The On or prior to the Closing Date, the Administrative Agent shall establish a deposit account at BNP Paribas with the title “Credit-Linked Deposits Lenders (SemGroup) Credit-Linked Deposit Account” (the “Credit-Linked Deposit Account”) and (ii) on the Closing Date, each Credit-Linked Lender shall be held by remit to the Administrative Agent in an amount equal to such Credit-Linked Lender’s Credit-Linked Commitment (or credited to) each, a “Credit-Linked Deposit”). The Administrative Agent shall deposit all such amounts received by it into the Credit-Linked Deposit Account, Account promptly upon receipt thereof. Each Credit-Linked Lender irrevocably and no unconditionally agrees that all amounts in the Credit-Linked Deposit Account shall be available to pay to the Credit-Linked Issuing Lender such Credit-Linked Lender’s Credit-Linked Commitment Percentage of any Reimbursement Obligations in respect of any Credit-Linked Letter of Credit that is not timely reimbursed by the Borrowers. (b) No person (other than the Administrative Agent Agent) shall have a the right of to make any withdrawal from the Credit-Linked Deposit Account or to exercise any other right or power with respect thereto. Each Credit-Linked Lender agrees that its right, title and interest in and to the Credit-Linked Deposits. Notwithstanding anything herein Deposit Account shall be limited to the contrary, right to require its Credit-Linked Deposit to be applied as provided in Section 3.10(c) and that it will have no right to require the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding return of its Credit-Linked Deposit. (ii) Deposit other than as expressly provided herein. Each of the Administrative Agent, the Issuing Bank and each PreCredit-Funded L/C Linked Lender hereby acknowledges and agrees that (xi) each Pre-Funded L/C Lender is funding its Credit-Linked Deposit constitutes payment for its participations in Credit-Linked Letters of Credit issued, deemed issued or to be issued hereunder, (ii) its Credit-Linked Deposit and any investments made therewith shall secure its obligations to the Credit-Linked Issuing Lender hereunder (and each Credit-Linked Lender hereby grants to the Administrative Agent Agent, for application the benefit of the Credit-Linked Issuing Lender, a security interest in its Credit-Linked Deposit and all of its rights in the manner contemplated by paragraphs (d) Credit-Linked Deposit Account to secure its obligations under Section 3.10 and (e) of this Section 2.19 and (y) agrees that the Administrative Agent may invest Agent, as holder of the Credit-Linked Deposits and any investments made therewith, will be acting as collateral agent for the Credit-Linked Issuing Lender) and (iii) the Credit-Linked Issuing Lender will be issuing, renewing, amending and extending Credit-Linked Letters of Credit in reliance on the availability of such investments as may be determined from time Credit-Linked Lender’s Credit-Linked Deposit to time by discharge such Credit-Linked Lender’s obligations in connection with any Unreimbursed Amounts in respect thereof in accordance with Section 3.10(c). The Credit-Linked Issuing Lender hereby appoints the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each Interest Payment Date as its collateral agent for the purpose of holding the Credit-Linked Deposits, any investments made therewith and the Credit-Linked Deposit Account. The Administrative Agent hereby grants a security interest (computed on to the basis Credit-Linked Issuing Lender in all of its rights, title and interest to the actual number of days elapsed over a year of 360 days) on the amount of such PreCredit-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount Linked Deposit Account. The funding of the Credit-Linked Deposits during such Interest Period at a rate per annum equal and the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Credit-Linked Issuing Lender and the Credit-Linked Lenders with respect to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion funding obligations of such Interest Period during which such PreCredit-Funded L/C Loan is outstanding pursuant to paragraph (h) of Linked Lenders under this Section Agreement, and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Perioddo not constitute assets of, or loans or extensions of credit to, any Loan Party. Without limiting the generality of the foregoing, (i) each party hereto acknowledges and agrees that the Credit-Linked Deposits are and at all times will continue to be property of the Credit-Linked Lenders, and such determination shall be conclusive absent manifest error. (iii) The Borrower shall not have that no amount on deposit at any right, title or interest time in or to the Credit-Linked Deposit Account shall be the property of any Loan Party, constitute Collateral or otherwise be available in any manner to satisfy any Obligations of any Loan Party under the Credit-Linked Deposits Loan Documents and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting the foregoing, (ii) the obligation to return the Credit-Linked Deposits to the PreCredit-Funded L/C Linked Lenders is solely an obligation of the Administrative Agent, and none of the Borrower Parent or any of its Subsidiaries shall have no any liability or obligation in respect of the principal amount of the Credit-Linked Deposits. (c) Each of the Borrowers, the Administrative Agent, the Credit-Linked Issuing Lender and the Credit-Linked Lenders hereby acknowledges and agrees that each Credit-Linked Lender is making its payment on the Closing Date pursuant to Section 3.1(a) to be paid into the Credit-Linked Deposit Account for application in the manner contemplated by Section 3.10(c). The Administrative Agent agrees (except during periods when such Credit-Linked Deposits, or funds applied by or on behalf of the Credit-Linked Issuing Lender against such Credit-Linked Deposits, are used to cover Unreimbursed Amounts under any Credit-Linked Letter of Credit) to direct the investment of the Credit-Linked Deposits as follows: (i) the Administrative Agent shall invest the Credit-Linked Deposits in such investments as the Administrative Agent shall from time to time determine and (ii) on the last day of each January, April, July and October, the Administrative Agent shall disburse to each Credit-Linked Lender, an amount equal to (A) the Eurodollar Base Rate (assuming an Interest Period of three (3) months) times the average daily amount of such Credit-Linked Lender’s Credit-Linked Deposit for the quarterly period ended on such disbursement date, minus (B) such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the Credit-Linked Deposit Administrative Fee. The Administrative Agent may deduct from such disbursement any amounts that the Administrative Agent is required under any Requirement of Law to deduct or to withhold in respect of Taxes. The payment of the amounts referred to in clause (ii) of the second preceding sentence shall be solely an obligation of the Administrative Agent and not of the Credit-Linked Issuing Lender. The Administrative Agent (and not the Credit-Linked Issuing Lender) shall be solely responsible and liable for any return to a Credit-Linked Lender of its Credit-Linked Deposit or remaining portion thereof in accordance with the terms hereof. (d) Concurrently with each reduction or termination of the Credit-Linked Commitments, the Administrative Agent shall withdraw from the Credit-Linked Deposit Account an amount such that after giving effect to such withdrawal the amount on deposit in the Credit-Linked Deposit Account is equal to the greater of (x) the aggregate amount of the Credit-Linked Commitments (after giving effect to such reduction or termination of the Credit-Linked Commitments) and (y) the amount of the Credit-Linked L/C Obligations at such time, and the Administrative Agent shall distribute such withdrawn amount to the Credit-Linked Lenders pro rata in accordance with the amount of their Credit-Linked Deposits and Reimbursement Obligations held by the Credit-Linked Lenders at such time.

Credit-Linked Deposit Account. (ia) The Credit-Linked Deposits shall be held by the Administrative Agent in (or credited to) the Credit-Linked Deposit Account, and no person party other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the funding obligation of each Pre-Funded L/C Lender in respect of its participation in Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit. (iib) Each of the Administrative Agent, the each Issuing Bank issuing any Letter of Credit and each Pre-Funded L/C Lender hereby acknowledges and agrees that (x) each Pre-Funded L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by paragraphs (dSECTION 2.5(d) and (e) of this Section 2.19 and (y) that the Administrative Agent may has agreed to invest the Credit-Linked Deposits in such investments so as may be determined from to earn a return (subject to SECTION 2.12) for the Lenders equal at any time to time by the Administrative Agent. The Administrative Agent hereby agrees to pay to each Pre-Funded L/C Lender, on each LIBID Rate for the Interest Payment Date Period in effect for the Credit-Linked DepositsDeposits at such time. Such Interest will be paid to the Lenders by the Administrative Agent at the applicable LIBID Rate (or at an amount determined in accordance with clause (iv) of SECTION 2.12, interest (computed if applicable) in arrears on the basis last day of the actual number of days elapsed over a year of 360 days) on the amount of such Pre-Funded L/C Lender’s Pre-Funded Pro Rata Percentage of the aggregate amount of each Interest Period applicable to the Credit-Linked Deposits during such Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period less 0.10% per annum. With respect to any Interest Period during which a Pre-Funded L/C Loan is deemed made, the Administrative Agent shall determine the amount of interest payable by the Borrower on such Pre-Funded L/C Loan for the portion of such Interest Period during which such Pre-Funded L/C Loan is outstanding pursuant to paragraph (h) of this Section and the amount of interest payable by the Administrative Agent on the Credit-Linked Deposits during such Interest Period, and such determination shall be conclusive absent manifest errorDeposits. (iiic) The Borrower shall not have any no right, title or interest in or to the Credit-Linked Deposit Account or the Credit-Linked Deposits and no obligations with respect thereto other than as expressly provided in this Agreement. Without limiting thereto, it being acknowledged and agreed by the foregoing, parties hereto that the obligation to return making of the Credit-Linked Deposits to by the Pre-Funded L/C Lenders is solely an obligation Lenders, the provisions of the Administrative Agent, this Section 2.6 and the Borrower shall have no liability or obligation in respect of the principal amount application of the Credit-Linked DepositsDeposits in the manner contemplated by SECTION 2.5(d) constitute agreements among the Administrative Agent, each Issuing Bank and each Lender with respect to the funding obligations of each Lender in respect of its participation in Letters of Credit and do not constitute any loan or extension of credit to the Borrower. (d) Any amount of Credit-Linked Deposits remaining on deposit in the Credit-Linked Deposit Account will be returned to the Lenders on the date on which all Obligations are paid in full, all Letters of Credit are cancelled or otherwise terminated and the credit facilities provided hereby are terminated.