Common use of Credit-Linked Deposit Account Clause in Contracts

Credit-Linked Deposit Account. (a) 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent in the Credit-Linked Deposit Account, and no party other than the 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 LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each 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 LC 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, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender hereby acknowledges and agrees that each LC Facility Lender is funding its LC Facility Deposit to the LC Facility Agent for application in the manner contemplated by 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 (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked 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 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 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 Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any right, title or interest in or to the LC Facility Deposits or any obligations with respect thereto (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 provided in Section 2.04), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the 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 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On Subject to the terms and conditions hereof, each Funded L/C Participant severally agrees to make, on the Closing Date, each LC Facility Lender paid to a deposit with the LC Facility Revolving Administrative Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility such Funded L/C Participant’s Funded Letter of Credit Commitment in accordance with Section 2.01(c)(i) and, on and the Restatement Effective Date, a portion of Revolving Administrative Agent shall use such deposits to establish the LC-1 Facility DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii)Credit Linked Deposit Account. The LC Facility Credit Linked Deposits shall be held by the LC Facility Revolving Administrative Agent in for the Credit-Linked Deposit Accountbenefit of the L/C Arranger, and no party other than the LC Facility Revolving Administrative Agent acting on the instructions of the L/C Arranger shall have a right of withdrawal from the Credit-Credit Linked Deposit Account or any other right or power with respect to the LC Facility Credit Linked Deposits. Notwithstanding anything herein any provision in this Agreement to the contrary, (i) the sole funding obligation of each LC Facility Lender Funded L/C Participant in respect of its participation in LC Facility Letters Funded Letter of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement Commitment and Funded Letter of Credit Participation shall be satisfied in full upon the funding of its LC Facility Credit Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrower, the Revolving Administrative Agent, the LC Facility AgentL/C Arranger, the LC Facility Issuing Bank Lender and each LC Facility Lender Funded L/C Participant hereby acknowledges and agrees that each LC Facility Lender Funded L/C Participant is funding its LC Facility Credit Linked Deposit to the LC Facility Agent Credit Linked Deposit Account for application in the manner contemplated by Section 2.04 Sections 3.5 and that 3.6(c). The Revolving Administrative Agent hereby agrees to direct the LC Facility Agent has agreed to invest investment of the LC Facility Credit Linked Deposits so as to earn a return (except during periods when such Credit Linked Deposits, or funds advanced by or on the principal outstanding amount behalf of the LC Facility Deposits from time Revolving Administrative Agent or the L/C Arranger against such Credit Linked Deposits, are used to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the cover drawings under Funded Letters of Credit-Linked Deposit Account pursuant to the other provisions of this Agreement) for the LC Facility Lenders equal to a Funded L/C Participants for each date at the rate per annum, reset daily on each Business Day for annum (the period until the next following Business Day, “Deposit Return”) equal to (i) such day’s rate the three month Eurodollar Rate for one successive three month LIBOR deposits (Interest Periods, as determined by the “Benchmark LIBOR Rate”) Revolving Administrative Agent, minus (ii) 0.150.10% per annum (calculated based on the basis of a 365360-day or 366-year for the actual days elapsed) . The Deposit Return accrued through and including the last day of March, June, September and December of each year, as applicable). Such amount will (or the amount determined in accordance with Section 2.14) will shall be paid by the LC Facility Revolving Administrative Agent to the Agent Funded L/C Participants, in arrears on the first Business Day following each such last day, commencing on the first Business Date following the first such day to occur after the Closing Date and by on the Agent date on which the Credit Linked Deposits are reduced to zero (whether pursuant to Sections 2.10, 3.7(d), 8 or otherwise). In addition, the Borrower shall pay to the LC Facility Lenders quarterly Revolving Administrative Agent for the account of the Funded L/C Participants, on the days set forth in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. In addition to the foregoing payments to the LC Facility Lendersimmediately preceding sentence, 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 period (and together with the payment of such fees) in an amount a fee equal to 0.150.10% per annum (based on a 360-day year for the actual days elapsed) of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such periodCredit Linked Deposit. The Revolving Administrative Agent shall promptly distribute to the Funded L/C Participants entitled thereto any amount received from the Borrower pursuant to this Section 3.7. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. The Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit Linked Deposits or any and no obligations with respect thereto (including any obligation to pay interest at but shall remain liable in all respects for all Reimbursement Obligations in respect of Funded Letters of Credit, even after the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements Credit Linked Deposits have been applied as provided set forth in Section 2.043.6(c)), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit Linked Deposits by the LC Facility LendersFunded L/C Participants, the provisions of this Section 2.18 3.7 and the application of the LC Facility Credit Linked Deposits in the manner contemplated by Section 2.04(e) 3.6 constitute agreements among the Revolving Administrative Agent, the LC Facility AgentL/C Arranger, the LC Facility Issuing Bank Lender and each LC Facility Lender the Funded L/C Participants with respect to the funding obligations of each LC Facility Lender Funded L/C Participant in respect of its participation in LC Facility Letters Funded Letter of Credit Participation and do not constitute any loan or extension of credit to the U.S. BorrowerBorrower or payment or discharge of any Reimbursement Obligation. (ed) Provided, in each case, that the U.S. Borrower has complied with Subject to Section 2.04(j3.6(c), upon expiration or termination of the LC Facility Funded Letter of Credit Commitments and discharge of all outstanding Funded Letters of Credit, the Revolving Administrative Agent shall will return any all amounts then remaining LC Facility Deposits maturing on any LC Facility Maturity Date in the Credit Linked Deposit Account 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 BankFunded L/C Participants, 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 Federal Funds Rate and a rate determined by the LC Facility Agent ratably in accordance with banking industry rules on interbank compensationtheir Funded Letter of Credit Percentages.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Administrative Agent in the Credit-Linked Deposit Account, and no 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 LC Facility Credit-Linked Deposits, except as expressly set forth in Section 2.02(f), 2.09(b) or 2.09(d). Notwithstanding anything herein any provision in this Agreement to the contrary, (i) the sole funding obligation of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded 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 LC Facility Credit-Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrowers, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender hereby acknowledges and agrees that each LC Facility Funded L/C Lender is funding its LC Facility Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by Section 2.04 2.02(f) and that the LC Facility Administrative Agent has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this AgreementSection 2.08) for the LC Facility Funded L/C 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) the LIBO Rate (without giving effect to the last proviso in the definition thereof) for the Interest Period in effect for the Credit-Linked Deposits at such day’s rate for one month LIBOR deposits time (the “Benchmark LIBOR LIBO Rate”) minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable)0.10%. Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid to the Funded L/C Lenders by the LC Facility Administrative Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.122.05(d). In addition to the foregoing payments to by the LC Facility LendersAdministrative Agent, the U.S. Borrower agrees Borrowers agree to make payments to the LC Facility Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c2.05(d) with respect to any period (and together with the payment of such fees) in an amount equal to 0.150.10% of on the average daily amount of the LC Facility Lenders’ LC Facility Deposits Credit-Linked Deposit during such periodthe applicable Interest Period. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent Subject to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC DisbursementSection 2.09(d), the U.S. Borrower Borrowers shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (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 provided in Section 2.04)thereto, it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Funded L/C Lenders, the provisions of this Section 2.18 2.24 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.02(f) constitute agreements among the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender with respect to the funding obligations of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit and do not constitute any loan or extension of credit to the U.S. BorrowerBorrowers, subject to the provisions of Section 2.02(f). (ed) Provided, Subject to the Borrowers’ compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j)2.09, the LC Facility Administrative Agent shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Agent and Funded L/C Lenders following the Agent shall distribute such amounts to occurrence of the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Funded Letter of Credit 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Administrative Agent in the Credit-Linked Deposit Account, and no 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 LC Facility Credit-Linked Deposits, except as expressly set forth in Section 2.02(f), 2.09(b) or 2.09(d). Notwithstanding anything herein any provision in this Agreement to the contrary, (i) the sole funding obligation of each LC Facility Term Lender in respect of its participation in LC Facility Funded 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 LC Facility Credit-Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrowers, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Term Lender hereby acknowledges and agrees that each LC Facility Term Lender is funding its LC Facility Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by Section 2.04 2.02(f) and that the LC Facility Administrative Agent has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this AgreementSection 2.08) for the LC Facility Term 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) the LIBO Rate (without giving effect to the last proviso in the definition thereof) for the Interest Period in effect for the Credit-Linked Deposits at such day’s rate for one month LIBOR deposits time (the “"Benchmark LIBOR LIBO Rate”") minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable)0.10%. Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid to the Term Lenders by the LC Facility Administrative Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.122.05(d). In addition to the foregoing payments to by the LC Facility LendersAdministrative Agent, the U.S. Borrower agrees Borrowers agree to make payments to the LC Facility Term Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c2.05(d) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15the sum of (i) 0.10% of on the average daily amount of the LC Facility Lenders’ LC Facility Deposits Credit-Linked Deposit during the applicable Interest Period and (ii) if the Benchmark LIBO Rate for such periodpreceding period was less than 1.50% per annum, the difference between 1.50% per annum and the Benchmark LIBO Rate for such period on the average daily amount of the Credit-Linked Deposit during the applicable Interest Period. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent Subject to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC DisbursementSection 2.09(d), the U.S. Borrower Borrowers shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (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 provided in Section 2.04)thereto, it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Term Lenders, the provisions of this Section 2.18 2.24 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.02(f) constitute agreements among the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Term Lender with respect to the funding obligations of each LC Facility Term Lender in respect of its participation in LC Facility Funded Letters of Credit and do not constitute any loan or extension of credit to the U.S. BorrowerBorrowers, subject to the provisions of Section 2.02(f). (ed) Provided, Subject to the Borrowers' compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j)2.09, the LC Facility Administrative Agent shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Agent and Term Lenders following the Agent shall distribute such amounts to occurrence of the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Funded Letter of Credit 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent Deposit Bank in the Credit-Linked Deposit Account, and no party other than the LC Facility Agent Deposit Bank shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the LC Facility Credit-Linked Deposits, except as expressly set forth in the second paragraph of Section 2.02(f), the second sentence of 2.09(b) or Section 2.09(d). Notwithstanding anything herein any provision in this Agreement to the contrary, (i) the sole funding obligation of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded 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 LC Facility Credit-Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrower, the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender hereby acknowledges and agrees that each LC Facility Funded L/C Lender is funding its LC Facility Credit-Linked Deposit to the LC Facility Agent Deposit Bank for application in the manner contemplated by the second paragraph of Section 2.04 2.02(f) and that the LC Facility Agent Deposit Bank has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this AgreementSection 2.08) for the LC Facility Funded L/C 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) the LIBO Rate for the Interest Period in effect for the Credit-Linked Deposits at such day’s rate for one month LIBOR deposits time (the “Benchmark LIBOR LIBO Rate”) minus (ii) 0.150.10% (calculated on per annum. The Borrower shall not be liable under any circumstance for the basis payment of a 365-day or 366-day year, as applicable)the return described in the immediately preceding sentence. Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid by the LC Facility Agent Deposit Bank to the Administrative Agent and by who shall pay the Agent same to the LC Facility Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.122.05(d). In addition to the foregoing payments to by the LC Facility LendersDeposit Bank, the U.S. Borrower agrees to make payments to the LC Facility Administrative Agent for payment to the Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c2.05(d) with respect to any period (and together with the payment of such fees) in an amount equal to 0.150.10% of per annum on the average daily amount of the LC Facility Lenders’ LC Facility Deposits Credit-Linked Deposit during such periodthe applicable Interest Period. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent Subject to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC DisbursementSection 2.09(d), the U.S. Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (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 provided in Section 2.04payment of the Benchmark LIBO Rate), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Funded L/C Lenders, the provisions of this Section 2.18 2.24 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.02(f) constitute agreements among the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender with respect to the funding obligations of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit and do not constitute any loan or extension of credit to the U.S. Borrower, subject to the provisions of Section 2.02(f). (ed) Provided, Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j2.09(a), the LC Facility Agent Deposit Bank shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Administrative Agent and the Agent shall distribute such amounts for payment to the LC Facility Funded L/C Lenders with LC Facility Deposits maturing on such LC Facility a pro rata basis following the occurrence of the Funded Letter of Credit 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Administrative Agent in the Credit-Linked Deposit Account, and no 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 LC Facility 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, (i) the sole funding obligation of each LC Facility Synthetic L/C Lender in respect of its participation in LC Facility Synthetic 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 LC Facility Credit-Linked Deposit (which, with respect on or prior to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrower, the Administrative Agent, the LC Facility Agent, the LC Facility each Issuing Bank issuing any Synthetic Letter of Credit and each LC Facility Synthetic L/C Lender hereby acknowledges and agrees that each LC Facility Synthetic L/C Lender is funding its LC Facility Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by Section 2.04 2.05 and that the LC Facility Administrative Agent has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time to time (as they may be reduced except during periods when, and subsequently increased by withdrawals and deposits made with respect to the extent to which, such Credit-Linked Deposit Account pursuant Deposits are used to the other provisions of this Agreementcover unreimbursed Synthetic L/C Disbursements, and subject to Section 2.14) for the LC Facility Synthetic L/C 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 RateRate ”) computed on the basis of the actual number of days elapsed in a year of 365 days (or 366 days in a leap year) 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 accordance with Section 2.14) interest will be paid to the Synthetic L/C Lenders by the LC Facility Administrative Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.12. In addition to the foregoing payments to by the LC Facility LendersAdministrative Agent, the U.S. Borrower agrees to make payments to the LC Facility Synthetic L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c) with respect to any period 2.12 (and together with the payment of such fees) in an amount equal to 0.15% per annum on the amounts of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such periodtheir respective Credit-Linked Deposits. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. The Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (including any except for the reimbursement obligations provided in Section 2.05 and the 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 fees as provided in this Section 2.042.21), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Synthetic L/C Lenders, the provisions of this Section 2.18 2.21 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e) 2.05 constitute agreements among the Administrative Agent, the LC Facility Agent, the LC Facility each Issuing Bank issuing any Synthetic Letter of Credit and each LC Facility Synthetic L/C Lender with respect to the funding obligations of each LC Facility Synthetic L/C Lender in respect of its participation in LC Facility Synthetic L/C Letters of Credit and do not constitute any loan or extension of credit to the U.S. Borrower. (ed) Provided, Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j2.05(j), the LC Facility Administrative Agent shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Agent and Synthetic L/C Lenders following the Agent shall distribute such amounts to occurrence of the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Synthetic L/C 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) 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 DepositDeposits Deposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) ), and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent in the Credit-Linked Deposit Account, and no party other than the 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 LC Facility Deposits. Notwithstanding anything herein to the contrary, (i) the funding obligation of each 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 LC 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, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment Amendment No. 2 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). (b) Each of the Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Lender hereby acknowledges and agrees that each LC Facility Lender is funding its LC Facility Deposit to the LC Facility Agent for application in the manner contemplated by 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 (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked 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 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 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 Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any right, title or interest in or to the LC Facility Deposits or any obligations with respect thereto (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 provided in Section 2.04), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Deposits by the LC Facility Lenders, the 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 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent Deposit Bank in the Credit-Linked Deposit Account, and no party other than the LC Facility Agent Deposit Bank shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the LC Facility Credit-Linked Deposits, except as expressly set forth in the second paragraph of Section 2.02(f), the second sentence of 2.09(b) or Section 2.09(d). Notwithstanding anything herein any provision in this Agreement to the contrary, (ia) the sole funding obligation of each LC Facility Continuing Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit pursuant to Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding continuing or re-evidencing of its LC Facility Credit-Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Second Restatement Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 Effective Date) and (iib) the sole funding obligation of each LC Facility Replacement Funded L/C 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 its participation in Funded Letters of Credit shall be satisfied in full upon the LC Facility (it being understood that this clause (ii) shall not relieve continuing of a Credit-Linked Deposit by such Replacement Funded L/C Lender on the U.S. Borrower of its reimbursement obligations hereunder)Second Restatement Date. (b) Each of the Borrower, the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender hereby acknowledges and agrees that each LC Facility Funded L/C Lender has funded or is funding its LC Facility Credit-Linked Deposit to the LC Facility Agent Deposit Bank for application in the manner contemplated by the second paragraph of Section 2.04 2.02(f) and that the LC Facility Agent Deposit Bank has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this AgreementSection 2.08) for the LC Facility Funded L/C 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) the LIBO Rate for the Interest Period in effect for the Credit-Linked Deposits at such day’s rate for one month LIBOR deposits time (the “Benchmark LIBOR LIBO Rate”) minus (ii) 0.150.10% (calculated on per annum. The Borrower shall not be liable under any circumstance for the basis payment of a 365-day or 366-day year, as applicable)the return described in the immediately preceding sentence. Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid by the LC Facility Agent Deposit Bank to the Administrative Agent and by who shall pay the Agent same to the LC Facility Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.122.05(d). In addition to the foregoing payments to by the LC Facility LendersDeposit Bank, the U.S. Borrower agrees to make payments to the LC Facility Administrative Agent for payment to the Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c2.05(d) with respect to any period (and together with the payment of such fees) in an amount equal to 0.150.10% of per annum on the average daily amount of the LC Facility Lenders’ LC Facility Deposits Credit-Linked Deposit during such periodthe applicable Interest Period. Notwithstanding any of the foregoing to the contrary, the Deposit Bank shall pay to each Funded L/C Lender holding a Credit-Linked Deposit (i) on the Second Restatement Date, all interest accrued on the Credit-Linked Deposit through the Second Restatement Date and (ii) on June 29, 2007, all interest accrued on the Credit-Linked Deposit from the Second Restatement Date through June 29, 2007 at a rate per annum equal to 5.22%. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent Subject to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC DisbursementSection 2.09(d), the U.S. Borrower and its Subsidiaries shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (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 provided in Section 2.04payment of the Benchmark LIBO Rate), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Funded L/C Lenders, the provisions of this Section 2.18 2.24 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.02(f) constitute agreements among the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender with respect to the funding obligations of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit and do not constitute any loan or extension of credit to the U.S. BorrowerBorrower or collection for the obligations of the Borrower hereunder, subject to the provisions of Section 2.02(f). (ed) Provided, Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j2.09(a), the LC Facility Agent Deposit Bank shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Administrative Agent and the Agent shall distribute such amounts for payment to the LC Facility Funded L/C Lenders with LC Facility Deposits maturing on such LC Facility a pro rata basis following the occurrence of the Funded Letter of Credit 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.

Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the 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 DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent Deposit Bank in the Credit-Linked Deposit Account, and no party other than the LC Facility Agent Deposit Bank shall have a right of withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the LC Facility Credit-Linked Deposits, except as expressly set forth in the second paragraph of Section 2.02(f), the second sentence of 2.09(b) or Section 2.09(d). Notwithstanding anything herein any provision in this Agreement to the contrary, (i) the funding obligation of each LC Facility Original Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit pursuant to Section 2.04 or otherwise as provided was satisfied in this Agreement full upon the funding of its Credit-Linked Deposit on the Closing Date and the funding obligation of each New Funded L/C Lender in respect of its participation in New Funded Letters of Credit shall be satisfied in full upon the funding of its LC Facility Credit-Linked Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 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). (b) Each of the Borrower, the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender hereby acknowledges and agrees that each LC Facility Funded L/C Lender has funded or is funding (as applicable) its LC Facility Credit-Linked Deposit to the LC Facility Agent Deposit Bank for application in the manner contemplated by the second paragraph of Section 2.04 2.02(f) and that the LC Facility Agent Deposit Bank has agreed to invest the LC Facility Credit-Linked Deposits so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time (as they may be reduced and subsequently increased by withdrawals and deposits made with respect to the Credit-Linked Deposit Account pursuant to the other provisions of this AgreementSection 2.08) for the LC Facility Funded L/C 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) the LIBO Rate for the Interest Period in effect for the Credit-Linked Deposits at such day’s rate for one month LIBOR deposits time (the “Benchmark LIBOR LIBO Rate”) minus (ii) 0.150.10% (calculated on per annum. The Borrower shall not be liable under any circumstance for the basis payment of a 365-day or 366-day year, as applicable)the return described in the immediately preceding sentence. Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid by the LC Facility Agent Deposit Bank to the Administrative Agent and by who shall pay the Agent same to the LC Facility Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.122.05(d). In addition to the foregoing payments to by the LC Facility LendersDeposit Bank, the U.S. Borrower agrees to make payments to the LC Facility Administrative Agent for payment to the Funded L/C Lenders quarterly in arrears when LC Facility LC Fees Letter of Credit fees are payable pursuant to Section 2.10(c2.05(d) with respect to any period (and together with the payment of such fees) in an amount equal to 0.150.10% of per annum on the average daily amount of the LC Facility Lenders’ LC Facility Deposits Credit-Linked Deposit during such periodthe applicable Interest Period. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent Subject to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC DisbursementSection 2.09(d), the U.S. Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount 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 LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (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 provided in Section 2.04payment of the Benchmark LIBO Rate), it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Funded L/C Lenders, the provisions of this Section 2.18 2.24 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.02(f) constitute agreements among the Deposit Bank, the Administrative Agent, the LC Facility Agent, the LC Facility Issuing Bank and each LC Facility Funded L/C Lender with respect to the funding obligations of each LC Facility Funded L/C Lender in respect of its participation in LC Facility Funded Letters of Credit and do not constitute any loan or extension of credit to the U.S. Borrower, subject to the provisions of Section 2.02(f). (ed) Provided, Subject to the Borrower’s compliance with the cash-collateralization requirements set forth in each case, that the U.S. Borrower has complied with Section 2.04(j2.09(a), the LC Facility Agent Deposit Bank shall return any remaining LC Facility Credit-Linked Deposits maturing on any LC Facility Maturity Date to the Administrative Agent and the Agent shall distribute such amounts for payment to the LC Facility Funded L/C Lenders with LC Facility Deposits maturing on such LC Facility a pro rata basis following the occurrence of the Funded Letter of Credit 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 Federal Funds Rate and a rate determined by the LC Facility Agent in accordance with banking industry rules on interbank compensation.