Common use of Credit Linked Deposit Accounts Clause in Contracts

Credit Linked Deposit Accounts. (i) Subject to the terms and conditions hereof, each L/C Participant severally agrees to make, on the Closing Date, a payment to the Administrative Agent in an amount equal to such L/C Participant’s Letter of Credit Commitment and the Administrative Agent shall use such payments to establish a Credit Linked Deposit Account at the Administrative Agent for the benefit of the Issuing Lenders and deposit in the Credit Linked Deposit Account an amount as set forth on Schedule 3.4(b). The Credit Linked Deposits paid to the Administrative Agent shall be held by the Administrative Agent in the Credit Linked Deposit Account, and no party other than the Issuing Lenders shall have a right of withdrawal from the Credit Linked Deposit Account, or any other right, power or interest in or with respect to the Credit Linked Deposits, except as expressly set forth in Sections 3.2(c), 3.4(a), 3.4(b), 4.4(g) and 4.13. Notwithstanding any provision in this Agreement to the contrary, the sole funding obligation of each L/C Participant in respect of its Letter of Credit Commitment and L/C Participation shall be satisfied in full upon the payment of the amount equal to its Letter of Credit Commitment on the Closing Date. (ii) Each of the Parent Borrower, the Administrative Agent, each Issuing Lender and each L/C Participant hereby acknowledges and agrees that each L/C Participant is making its payment on the Closing Date pursuant to Section 3.4(b)(i) to be paid into the Credit Linked Deposit Account for application in the manner contemplated by Sections 3.2(c) and 3.4(a). Except during periods when such Credit Linked Deposits, or funds applied by or on behalf of such Issuing Lender against such Credit Linked Deposits, are used to cover Unpaid Drawings under Letters of Credit, the Administrative Agent shall pay a return on the Credit Linked Deposits for the account of each L/C Participant at a rate per annum equal to the Eurocurrency Rate for the applicable Interest Period (based on a 360 day year). Interest earned on the Credit Linked Deposits will be paid to the L/C Participants by the Administrative Agent quarterly in arrears when fees are payable pursuant to Section 4.5(a). (iii) The Parent Borrower shall have no right, title or interest in or to the Credit Linked Deposits and no obligations with respect thereto (except for the Reimbursement Amount in respect of Letters of Credit provided in Sections 3.2(c) and 3.4(a)), it being acknowledged and agreed by the parties hereto that the making of the Credit Linked Deposits by the L/C Participants, the payments to the L/C Participants contemplated in Section 3.4(b)(ii), the provisions of this Section 3.4(b)(iii) and the application of the Credit Linked Deposits in the manner contemplated by Sections 3.2(c) and 3.4(a) constitute agreements among the Administrative Agent, the applicable Issuing Lender and the L/C Participants with respect to payments of each L/C Participant in respect of its L/C Participation and do not constitute any loan or extension of credit to the Parent Borrower. (iv) Following the occurrence of any of the events identified in clauses (i), (ii) or (iii) of the definition of Letter of Credit Termination Date (but solely in the case of clause (ii), only to the extent at such time the Parent Borrower shall have paid all outstanding obligations then due and payable under this Agreement), and subject to the Parent Borrower’s cash collateralization to the extent of an Issuing Lender’s outstanding Letters of Credit, in an amount (but in no event greater than 100% of the aggregate undrawn face amount) and manner reasonably satisfactory to the Collateral Agent and the applicable Issuing Lender that issued such Letters of Credit (which cash collateralization is hereby expressly required of the Parent Borrower on any Letter of Credit Termination Date), each Issuing Lender shall acquire the L/C Participation interests from the L/C Participants with the remaining Credit Linked Deposits according to each L/C Participant’s Letter of Credit Percentage. (v) Notwithstanding the intention of the parties that each L/C Participant shall have purchased its participation in Letters of Credit on the Closing Date in further consideration for the agreements of the Issuing Lenders and the Administrative Agent hereunder, each L/C Participant hereby grants to the Administrative Agent for the benefit of the Issuing Lender a security interest and right of offset with respect to its Credit Linked Deposit and all investments thereof and all proceeds of any of the foregoing to secure such L/C Participant’s obligation to acquire and fund participations in respect of Letters of Credit pursuant to this Section 3 and each L/C Participant irrevocably authorizes the Administrative Agent to apply amounts of its Credit Linked Deposit in accordance with this Section 3. Each L/C Participant further acknowledges and agrees that each Credit Linked Deposit will be established in the name of the Administrative Agent and will be subject to the sole dominion and control of the Administrative Agent.

Credit Linked Deposit Accounts. (i) Subject to the terms and conditions hereof, each L/C Participant severally agrees to make, on the Closing Date, a payment to the Administrative Agent in an amount equal to such L/C Participant’s Letter of Credit Commitment and the Administrative Agent shall use such payments to establish a Credit Linked Deposit Account at the Administrative Agent for the benefit of the Issuing Lenders and deposit in the Credit Linked Deposit Account an amount as set forth on Schedule 3.4(b3.2 (c). The Credit Linked Deposits paid to the Administrative Agent shall be held by the Administrative Agent in the Credit Linked Deposit Account, and no party other than the Issuing Lenders shall have a right of withdrawal from the Credit Linked Deposit Account, or any other right, right power or interest in or with respect to the Credit Linked Deposits, except as expressly set forth in Sections 3.2(c), 3.4(a), 3.4(b), 4.4(g) and 4.13Section 4.4(a). Notwithstanding any provision in this Agreement to the contrary, the sole funding obligation of each L/C Participant in respect of its Letter of Credit Commitment and L/C Participation shall be satisfied in full upon the payment of the amount equal to its Letter of Credit Commitment on the Closing Date. (ii) Each of the Parent Borrower, the Administrative Agent, each Issuing Lender and each L/C Participant hereby acknowledges and agrees that each L/C Participant is making its payment on the Closing Date pursuant to Section 3.4(b)(i) to be paid into the Credit Linked Deposit Account for application in the manner contemplated by Sections 3.2(c) and 3.4(a). Except during periods when such Credit Linked Deposits, or funds applied by or on behalf of such Issuing Lender against such Credit Linked Deposits, are used to cover Unpaid Drawings under Letters of Credit, the Administrative Agent shall pay a return on investment of the Credit Linked Deposits shall be made so as to receive returns free of any withholding or deduction of Taxes and to earn for the account of each L/C Participant a return on its Credit Linked Deposits of such funds at a rate per annum equal to (A) the Eurocurrency Rate for the applicable Interest Period minus (B) (1) 0.10% per annum (based on a 360 day year)) or (2) such lesser rate as may be agreed upon between the Administrative Agent, the Issuing Lenders and the Parent Borrower. Interest earned on the Credit Linked Deposits will be paid to the L/C Participants by the Administrative Agent quarterly in arrears when fees are payable pursuant to Section 4.5(asubsection 4.5(b). The Parent Borrower agrees it shall pay a fee to the Administrative Agent, for the account of each L/C Participant, quarterly in arrears when fees are payable pursuant to subsection 4.5(b), in an amount equal to (x) 0.10% per annum (based on a 360 day year) or (y) such lesser rate as may be agreed upon between the Administrative Agent, the each issuing Lender and the Parent Borrower pursuant to clause (B)(2) above, in each case of the Credit Linked Deposits of such L/C Participant. (iii) The Parent Borrower shall have no right, title or interest in or to the Credit Linked Deposits and no obligations with respect thereto (except for the Reimbursement Amount in respect of Letters of Credit provided in Sections 3.2(c) and 3.4(a)), it being acknowledged and agreed by the parties hereto that the making of the Credit Linked Deposits by the L/C Participants, the payments to the L/C Participants contemplated in Section 3.4(b)(ii), the provisions of this Section 3.4(b)(iii) and the application of the Credit Linked Deposits in the manner contemplated by Sections 3.2(c) and 3.4(a) constitute agreements among the Administrative Agent, the applicable Issuing Lender and the L/C Participants with respect to payments of each L/C Participant in respect of its L/C Participation and do not constitute any loan or extension of credit to the Parent Borrower. (iv) Following the occurrence of any of the events identified in clauses (i), (ii) or (iii) of the definition of Letter of Credit Termination Date (but solely in the case of clause (ii)), only to the extent at such time the Parent Borrower shall have paid all outstanding obligations then due and payable under this Agreement), and subject to the Parent Borrower’s cash collateralization to the extent of an Issuing Lender’s outstanding Letters of Credit, in an amount (but in no event greater than 100% of the aggregate undrawn face amount) and manner reasonably satisfactory to the Collateral Agent and the applicable Issuing Lender that issued such Letters of Credit (which cash collateralization is hereby expressly required of the Parent Borrower on any Letter of Credit Termination Date), each Issuing Lender shall acquire the L/C Participation interests from the L/C Participants with the remaining Credit Linked Deposits according to each L/C Participant’s Letter of Credit Percentage. (v) Notwithstanding the intention of the parties that each L/C Participant shall have purchased its participation in Letters of Credit on the Closing Date in further consideration for the agreements of the Issuing Lenders and the Administrative Agent hereunder, each L/C Participant hereby grants to the Administrative Agent for the benefit of the Issuing Lender a security interest and right of offset with respect to its Credit Linked Deposit and all investments thereof and all proceeds of any of the foregoing to secure such L/C Participant’s obligation to acquire and fund participations in respect of Letters of Credit pursuant to this Section 3 and each L/C Participant irrevocably authorizes the Administrative Agent to apply amounts of its Credit Linked Deposit in accordance with this Section 3. Each L/C Participant further acknowledges and agrees that each Credit Linked Deposit will be established in the name of the Administrative Agent and will be subject to the sole dominion and control of the Administrative Agent.

Credit Linked Deposit Accounts. (i) Subject to the terms and conditions hereof, (i) each L/C Continuing Funded Letter of Credit Participant severally agrees that the Existing Credit Linked Deposit made by such Continuing Funded Letter of Credit Participant under the Existing Credit Agreement shall remain outstanding on and after the Effective Date as a “New Credit Linked Deposit” made pursuant to this Agreement in the same pro rata amount of such Continuing Funded Letter of Credit Participant’s pro rata share of the Existing Credit Linked Deposits and such Existing Credit Linked Deposits shall on and after the Effective Date have all of the rights and benefits of New Credit Linked Deposits as set forth in this Agreement and the other Credit Documents and (ii) each Funded Letter of Credit Participant (other than a Continuing Funded Letter of Credit Participant holding only Existing Credit Linked Deposits) severally agrees to make, on the Closing Effective Date, a payment to the Administrative Agent in an amount equal to such L/C Funded Letter of Credit Participant’s Funded Letter of Credit Commitment (or, in the case of any such Funded Letter of Credit Participant holding Existing Credit Linked Deposits, an additional New Credit Linked Deposit in an amount equal to the excess of (A) such Lender’s Funded Letter of Credit Commitment over (B) the principal amount of its Existing Credit Linked Deposit) and the Administrative Agent shall use such payments to establish a New Credit Linked Deposit Account at the Administrative Agent for the benefit of the each Funded LC Issuing Lenders Bank and deposit in the Credit Linked Deposit Account with each such Funded LC Issuing Bank an amount as set forth on Schedule 3.4(b2.4(f). The New Credit Linked Deposits paid to the Administrative Agent a Funded LC Issuing Bank shall be held by the Administrative Agent such Funded LC Issuing Bank in the its Credit Linked Deposit Account, and no party other than the Funded LC Issuing Lenders Bank shall have a right of withdrawal from the Credit Linked Deposit Account, or any other right, power or interest in or with respect to the New Credit Linked Deposits, except as expressly set forth in Sections 3.2(c2.4(f), 3.4(a(h), 3.4(b), 4.4(g(j) and 4.13Section 2.13(b)(iii). Notwithstanding any provision in this Agreement to the contrary, the sole funding obligation of each L/C Funded Letter of Credit Participant in respect of its Funded Letter of Credit Commitment and L/C Funded Letter of Credit Participation shall be satisfied in full upon the payment of the amount equal to its Letter of Credit Commitment purchase price on the Closing Effective Date. (ii) Each of the Parent BorrowerCompany, the Administrative Agent, each Funded LC Issuing Lender Bank and each L/C Funded Letter of Credit Participant hereby acknowledges and agrees that each L/C Funded Letter of Credit Participant is making its payment (or deemed payment) on the Closing Effective Date pursuant to Section 3.4(b)(i2.4(j)(i) to be paid into the Credit Linked Deposit Account for application in the manner contemplated by Sections 3.2(c2.4(f) and 3.4(a(h). Except Regarding the New Credit Linked Deposits to be held by JPMC in its capacity as a Funded LC Issuing Bank, JPMC has agreed (except during periods when such New Credit Linked Deposits, or funds applied by or on behalf of such Issuing Lender JPMC against such New Credit Linked Deposits, are used to cover Unpaid Drawings under Funded Letters of Credit) to direct the investment of the New Credit Linked Deposits as follows: (1) Company shall advise such Funded LC Issuing Bank (in writing copied at the same time to the Administrative Agent) at least two Business Days prior to the commencement of each Interest Period of the first and last Business Day of such Interest Period (it being understood, without the requirement for any further notification, that the first Business Day of the first Interest Period shall be the Closing Date; (2) on the first Business Day of each Interest Period, JPMC in its capacity as Funded LC Issuing Bank shall invest the New Credit Linked Deposits held by it in a JPMC Certificate of Deposit having a rate that is identified to the Administrative Agent shall pay a return by JPMC in its capacity as Funded LC Issuing Bank on such Business Day for the period commencing on the first day of such Interest Period and ending on the last day of such Interest Period and (3) on the last Business Day of such Interest Period JPMC in its capacity as a Funded LC Issuing Bank shall disburse to the Administrative Agent (for further distribution to the Funded Letter of Credit Participants in accordance with their Pro Rata Shares) the amount of the earnings for such Interest Period on the New Credit Linked Deposits held by it at the rate identified pursuant to the foregoing clause (2) (the “JPMC Relevant Return”). Regarding the New Credit Linked Deposits to be held by UBS in its capacity as a Funded LC Issuing Bank, UBS has agreed (except during periods when such New Credit Linked Deposits, or funds applied by or on behalf of UBS against such New Credit Linked Deposits, are used to cover Unpaid Drawings under Funded Letters of Credit) to direct the investment of the New Credit Linked Deposits as follows: (1) Company shall advise such Funded LC Issuing Bank (in writing copied at the same time to the Administrative Agent) at least two Business Days prior to the commencement of each Interest Period of the first and last Business Day of such Interest Period (it being understood, without the requirement for any further notification, that the first Business Day of such Interest Period shall be the Closing Date); (2) on the first Business Day of each Interest Period, UBS in its capacity as Funded LC Issuing Bank shall invest the New Credit Linked Deposits held by it in a UBS time deposit (or in respect of the first Interest Period from the Closing Date to June 27th in overnight time deposits) having a rate that is identified to the Administrative Agent by UBS in its capacity as Funded LC Issuing Bank on such Business Day for the account period commencing or the first day of such Interest Period and ending on the last day of such Interest Period and (3) on the last Business Day of each L/C Interest Period UBS in its capacity as a Funded LC Issuing Bank shall disburse to the Administrative Agent (for further distribution to the Funded Letter of Credit Participants in accordance with their Pro Rata Shares) the amount of the earnings for such Interest Period on the New Credit Linked Deposits held by it (the “UBS Relevant Return” and together with the JPMC Relevant Return, the “Relevant Return”). In addition to the foregoing payments by or on behalf of Administrative Agent, Company agrees to make payments to each Funded Letter of Credit Participant at a rate per annum in accordance with its Pro Rata Share when payments of the Relevant Return are made as above on the last day of each Interest Period (and made together with such payments) in an amount equal to the Eurocurrency amount by which the Relevant Return for such Interest Period is less than the amount which would have been earned on the total aggregate New Credit Linked Deposits held by all Funded LC Issuing Banks for such Interest Period had such New Credit Linked Deposits earned a return equal to the Adjusted Eurodollar Rate for such Interest Period (such Adjusted Eurodollar Rate shall be calculated as if in respect of a Eurodollar Rate Loan hereunder for such Interest Period). The Adjusted Eurodollar Rate for the applicable Interest Period (based on a 360 day year). Interest earned on the New Credit Linked Deposits will be paid to the L/C Participants by the Administrative Agent quarterly in arrears when fees are payable that have been converted from Existing Credit Linked Deposits pursuant to Section 4.5(a2.4(j)(i) on the Effective Date shall be determined in the same manner and with the same Interest Periods as the Existing Credit Linked Deposits (for the avoidance of doubt, only the Applicable Margin component of the interest rate shall change on the Effective Date). Each Funded Letter of Credit Participant (whether a Continuing Funded Letter of Credit Participant or a new Funded Letter of Credit Participant) shall be allocated its pro rata share of the New Credit Linked Deposits set at the corresponding Adjusted Eurodollar Rate and Interest Periods as the Existing Credit Linked Deposits. (iii) The Parent Borrower Company shall have no right, title or interest in or to the New Credit Linked Deposits and no obligations with respect thereto (except for the Reimbursement Amount reimbursement obligations in respect of Funded Letters of Credit provided in Sections 3.2(c2.4(f) and 3.4(a(h)), it being acknowledged and agreed by the parties hereto that the making of the New Credit Linked Deposits by the L/C Funded Letter of Credit Participants, the payments to the L/C Funded Letter of Credit Participants contemplated in Section 3.4(b)(ii2.4(j)(ii), the provisions of this Section 3.4(b)(iii2.4(j)(iii) and the application of the New Credit Linked Deposits in the manner contemplated by Sections 3.2(c2.4(f) and 3.4(a(h) constitute agreements among the Administrative Agent, the applicable Funded LC Issuing Lender Banks and the L/C Funded Letter of Credit Participants with respect to payments of each L/C Funded Letter of Credit Participant in respect of its L/C Funded Letter of Credit Participation and do not constitute any loan or extension of credit to the Parent BorrowerCompany. (iv) Following the occurrence of any of the events identified in clauses (i), (ii) or (iii) of the definition of Funded Letter of Credit Termination Date (but solely in the case of clause (ii), only to the extent at such time the Parent Borrower Company shall have paid all outstanding obligations then due and payable under this Agreement), and subject to the Parent BorrowerCompany’s cash collateralization to the extent of an a Funded LC Issuing LenderBank’s outstanding Funded Letters of Credit, in an amount (but in no event greater than 100105% of the aggregate undrawn face amount) and manner reasonably satisfactory to the Collateral Agent and the applicable Funded LC Issuing Lender Bank that issued such Funded Letters of Credit (which cash collateralization is hereby expressly required of the Parent Borrower Company on any Funded Letter of Credit Termination Date), each Funded LC Issuing Lender Bank shall acquire repurchase the L/C Funded Letter of Credit Participation interests Interests from the L/C Funded Letter Credit Participants with the remaining New Credit Linked Deposits held by it at such time according to each L/C Participant’s Funded Letter of Credit Percentage. Participant’s Pro Rata Share (v) Notwithstanding whereupon such remaining amount that has been so paid shall no longer be considered the intention property of the parties that each L/C Participant shall have purchased its participation in Letters of Credit on the Closing Date in further consideration for the agreements of the Funded LC Issuing Lenders and the Administrative Agent hereunder, each L/C Participant hereby grants to the Administrative Agent for the benefit of the Issuing Lender a security interest and right of offset with respect to its Credit Linked Deposit and all investments thereof and all proceeds of any of the foregoing to secure such L/C Participant’s obligation to acquire and fund participations in respect of Letters of Credit pursuant to this Section 3 and each L/C Participant irrevocably authorizes the Administrative Agent to apply amounts of its Credit Linked Deposit in accordance with this Section 3. Each L/C Participant further acknowledges and agrees that each Credit Linked Deposit will be established in the name of the Administrative Agent and will be subject to the sole dominion and control of the Administrative AgentBanks).