Common use of Credit-Linked Deposits Clause in Contracts

Credit-Linked Deposits. On the Restatement Date, each Synthetic Letter of Credit Lender shall have deposited with Administrative Agent such Synthetic Letter of Credit Lender’s Credit-Linked Deposit. The Credit-Linked Deposits have been and shall continue to be held by Administrative Agent in (or credited to) one or more operating and/or investment accounts of, and established by, Administrative Agent under its sole and exclusive control and maintained at the office of Administrative Agent located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as Administrative Agent shall from time to time designate to the Synthetic Letter of Credit Lenders). Administrative Agent shall use the Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii) and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(b). Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, the amount of such Synthetic Letter of Credit Lender’s Credit-Linked Deposit exceeds the greater of (A) the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured by the posting of cash collateral by Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person other than Administrative Agent shall have a right of withdrawal from any Credit-Linked Deposit or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the obligation of each Synthetic Letter of Credit Lender to fund its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit (except that such obligation shall be restored in the event that Administrative Agent reasonably determines that applicable law or the order of any Government Authority prohibits Administrative Agent from using a Synthetic Letter of Credit Lender’s Credit-Linked Deposit as described above due to the bankruptcy or insolvency of such Synthetic Letter of Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter of Credit Lender).

Credit-Linked Deposits. On the Restatement First Amendment Effective Date, each Synthetic Letter of Credit Lender shall have deposited with pay to the Administrative Agent such Synthetic Letter of Credit Lender’s 's Credit-Linked Deposit. The Credit-Linked Deposits have been and shall continue to be held by the Administrative Agent in (or credited to) one or more operating and/or investment accounts of, and established by, the Administrative Agent under its sole and exclusive control and maintained at the office of the Administrative Agent located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as the Administrative Agent shall from time to time designate to the Synthetic Letter of Credit Lenders). The Administrative Agent shall use the Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii3.3B(iii) and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(b3.3C(i)(c). The Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 the Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, the amount of such Synthetic Letter of Credit Lender’s 's Credit-Linked Deposit exceeds the greater of (A) the amount of such Synthetic Letter of Credit Lender’s 's Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s 's Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured by the posting of cash collateral by the Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s 's Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person other than the Administrative Agent shall have a right of withdrawal from any Credit-Linked Deposit or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the obligation of each Synthetic Letter of Credit Lender to fund its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit (except that such obligation shall be restored in the event that the Administrative Agent reasonably determines that applicable law or the order of any Government Authority prohibits the Administrative Agent from using a Synthetic Letter of Credit Lender’s 's Credit-Linked Deposit as described above due to the bankruptcy or insolvency of such Synthetic Letter of Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter of Credit Lender).

Credit-Linked Deposits. On the Restatement First Amendment Effective Date, each Synthetic Letter of Credit Lender shall have deposited with pay to the Administrative Agent such Synthetic Letter of Credit Lender’s Credit-Linked Deposit. The Credit-Linked Deposits have been and shall continue to be held by the Administrative Agent in (or credited to) one or more operating and/or investment accounts of, and established by, the Administrative Agent under its sole and exclusive control and maintained at the office of the Administrative Agent located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as the Administrative Agent shall from time to time designate to the Synthetic Letter of Credit Lenders). The Administrative Agent shall use the Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii3.3B(iii) and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(b3.3C(i)(c). The Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 the Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, the amount of such Synthetic Letter of Credit Lender’s Credit-Linked Deposit exceeds the greater of (A) the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured by the posting of cash collateral by the Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person other than the Administrative Agent shall have a right of withdrawal from any Credit-Linked Deposit or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the obligation of each Synthetic Letter of Credit Lender to fund its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit (except that such obligation shall be restored in the event that the Administrative Agent reasonably determines that applicable law or the order of any Government Authority prohibits the Administrative Agent from using a Synthetic Letter of Credit Lender’s Credit-Linked Deposit as described above due to the bankruptcy or insolvency of such Synthetic Letter of Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter of Credit Lender).

Credit-Linked Deposits. On the Restatement First Amendment Effective Date, each Synthetic Letter of Credit Lender shall have deposited with Administrative Agent such Synthetic Letter of Credit Lender’s Credit-Linked Deposit. The Credit-Linked Deposits have been and shall continue to be held by Administrative Agent in (or credited to) one or more operating and/or investment accounts of, and established by, Administrative Agent under its sole and exclusive control and maintained at the office of Administrative Agent located at 00 10 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as Administrative Agent shall from time to time designate to the Synthetic Letter of Credit Lenders). Administrative Agent shall use the Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii3.3B(iii) and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(b3.3C(i)(c). Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, the amount of such Synthetic Letter of Credit Lender’s Credit-Linked Deposit exceeds the greater of (A) the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured by the posting of cash collateral by Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person other than Administrative Agent shall have a right of withdrawal from any Credit-Linked Deposit or any other right or power with respect to the Credit-Linked Deposits. Notwithstanding anything herein to the contrary, the obligation of each Synthetic Letter of Credit Lender to fund its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit (except that such obligation shall be restored in the event that Administrative Agent reasonably determines that applicable law or the order of any Government Authority prohibits Administrative Agent from using a Synthetic Letter of Credit Lender’s Credit-Linked Deposit as described above due to the bankruptcy or insolvency of such Synthetic Letter of Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter of Credit Lender).

Credit-Linked Deposits. On (a) To request the funding of the Credit-Linked Deposit Account, Borrowers shall deliver, by hand delivery or telecopier, a duly completed and executed and irrevocable funding request to the Administrative Agent by 11:00 a.m., New York City time, on the Business Day of the requested funding of the Credit-Linked Deposits containing substantially the same information as is required in clauses (a) and (b) of Section 2.03 in respect of the Borrowing Requests for Term Borrowings. Each LC Lender agrees, severally and not jointly, to remit to the Administrative Agent on the Restatement Effective Date, each Synthetic an amount equal to such LC Lender’s Additional LC Commitment as its Credit-Linked Deposit to be made on the Restatement Effective Date. The Administrative Agent shall deposit all such amounts received by it into the Credit-Linked Deposit Account promptly upon receipt thereof. Each LC Lender irrevocably and unconditionally agrees that its Credit-Linked Deposit shall be available (i) to pay to the Issuing Banks such Lender’s Pro Rata Percentage of any Reimbursement Obligations in respect of any Letter of Credit Lender that is not reimbursed by Borrowers and (ii) to fund such Lender’s LC Loans, in each case, pursuant to Section 2.18(e)(ii). (b) No Person (other than the Administrative Agent) shall have deposited the right to make any withdrawal from the Credit-Linked Deposit Account or to exercise any other right or power with Administrative Agent such Synthetic Letter respect thereto. Each LC Lender agrees that its right, title and interest in and to the Credit-Linked Deposit Account shall be limited to the right to require its Credit-Linked Deposit to be applied as provided in Section 2.18(e)(ii) and that it will have no right to require the return of its Credit-Linked Deposit other than as expressly provided herein. Each LC Lender hereby acknowledges that (i) its Credit-Linked Deposit constitutes payment for its participations in Letters of Credit issued, deemed issued or to be issued hereunder, (ii) its Credit-Linked Deposit and any investments made therewith shall secure its obligations to the Issuing Banks hereunder (each LC Lender hereby grants to the Administrative Agent, for the benefit of the Issuing Banks, a security interest in its Credit-Linked Deposit and all of its rights in the Credit-Linked Deposit Account to secure its obligations under this Section and agrees that the Administrative Agent, as holder of the Credit-Linked Deposits and any investments made therewith, will be acting as collateral agent for the Issuing Banks) and (iii) the Issuing Banks will be issuing (in the case of UBS AG, Stamford Branch, subject to the limitations set forth in the definition “Issuing Banks” set forth in Section 1.1), amending, renewing and extending Letters of Credit in reliance on the availability of such Lender’s Credit-Linked DepositDeposit to discharge such Lender’s obligations in connection with any Reimbursement Obligations in respect thereof in accordance with Section 2.18(e). Each Issuing Bank hereby appoints the Administrative Agent as its collateral agent for the purpose of holding the Credit-Linked Deposits, any investments made therewith and the Credit-Linked Deposit Account. The Administrative Agent hereby grants a security interest to the Issuing Banks in all of its rights, title and interest to the Credit-Linked Deposit Account. The funding of the Credit-Linked Deposits have been and shall the agreements with respect thereto set forth in this Agreement constitute arrangements among the Administrative Agent, the Issuing Banks and the LC Lenders with respect to the funding obligations of such Lenders under this Agreement, and the Credit-Linked Deposits do not constitute assets of, or loans or extensions of credit to, any Loan Party. Without limiting the generality of the foregoing, (i) each party hereto acknowledges and agrees that the Credit-Linked Deposits are and at all times will continue to be held property of the LC Lenders, and that no amount on deposit at any time in the Credit-Linked Deposit Account shall be the property of any Loan Party, constitute “Collateral” under the Credit Documents (except the Credit-Linked Deposits will serve as collateral to the extent contemplated in clause (ii) above) or otherwise be available in any manner to satisfy any Obligations of any Loan Party under the Credit Documents other than the LC Obligations that do not consist of LC Loans and (ii) the obligation to return the Credit-Linked Deposits to the LC Lenders is solely an obligation of the Administrative Agent, and none of Parent or any of its Subsidiaries shall have any liability or obligation in respect of the principal amount of the Credit-Linked Deposits. (c) Each of Borrowers, the Administrative Agent, the Issuing Banks and the LC Lenders hereby acknowledges and agrees that each LC Lender is making its payment on the Restatement Effective Date pursuant to Section 2.17(a) to be paid into the Credit-Linked Deposit Account for application in the manner contemplated by Section 2.18(e)(ii). The Administrative Agent in agrees (except during periods when such Credit-Linked Deposits, or credited tofunds applied by or on behalf of an Issuing Bank against such Credit-Linked Deposits, are used to cover LC Disbursements under Letters of Credit) one or more operating and/or to direct the investment accounts of, and established by, of the Credit-Linked Deposits as follows: (i) the Administrative Agent under its sole and exclusive control and maintained at shall invest the office of Administrative Agent located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or Credit-Linked Deposits in such other office investments as the Administrative Agent shall from time to time designate to determine and (ii) on the Synthetic Letter last Business Day of Credit Lenders). such Interest Period the Administrative Agent shall use disburse to the LC Lenders in accordance with their Pro Rata Percentages the amount of the interest for such Interest Period on the Credit-Linked Deposits (i) to fund held by it at the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii) and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made rate equal to the Synthetic Letter of Credit Issuing Lenders as (and to Adjusted LIBOR Rate for such Interest Period minus the extent) required by subsection 3.3C(i)(b). Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit Cost Amount. (d) With respect to any Interest Period during which an LC Loan is deemed made, the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, Administrative Agent shall determine the amount of interest payable by the Borrowers on such Synthetic Letter LC Loan for the portion of Credit Lender’s Credit-Linked Deposit exceeds the greater of (A) such Interest Period during which such LC Loan is outstanding and the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured interest payable by the posting of cash collateral by Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person other than Administrative Agent shall have a right of withdrawal from any Credit-Linked Deposit or any other right or power with respect to on the Credit-Linked Deposits. Notwithstanding anything herein Deposits during such Interest Period pursuant to the contraryapplicable provisions of this Agreement, the obligation of each Synthetic Letter of Credit Lender to fund its participation in Synthetic Letters of Credit and such determination shall be satisfied in full upon the funding of its Credit-Linked Deposit (except that such obligation shall be restored in the event that Administrative Agent reasonably determines that applicable law or the order of any Government Authority prohibits Administrative Agent from using a Synthetic Letter of Credit Lender’s Credit-Linked Deposit as described above due to the bankruptcy or insolvency of such Synthetic Letter of Credit Lender or due to any Lien in favor of creditors of such Synthetic Letter of Credit Lender)conclusive absent manifest error.

Credit-Linked Deposits. On the Restatement Date, each Synthetic Letter of Credit Lender shall have deposited with Administrative Agent such Synthetic Letter of Credit Lender’s Credit-Linked Deposit. (a) The Credit-Linked Deposits have been and shall continue to be held by the Administrative Agent in (or credited to) one or more operating and/or investment accounts of, and established by, Administrative Agent under its sole and exclusive control and maintained at the office of Administrative Agent located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other office as Administrative Agent shall from time to time designate to the Synthetic Letter of Credit Lenders). Administrative Agent shall use the Credit-Linked Deposits (i) to fund the Synthetic Letter of Credit Loans on behalf of the Synthetic Letter of Credit Lenders pursuant to subsection 3.3B(ii) Deposit Account, and (ii) to fund the payments on behalf of the Synthetic Letter of Credit Lenders to be made to the Synthetic Letter of Credit Issuing Lenders as (and to the extent) required by subsection 3.3C(i)(b). Administrative Agent shall not be required to return any portion of a Credit-Linked Deposit to the holder of such Credit-Linked Deposit unless either (I) the Synthetic Letter of Credit Commitments have been terminated and either (A) all Synthetic Letters of Credit have been cancelled and returned to the respective Issuing Lender or (B) pursuant to Section 8 Borrower has provided cash collateral in accordance with the Security Agreement for the maximum amount that may at any time be drawn under all Synthetic Letters of Credit then outstanding or (II) the Synthetic Letter of Credit Commitments have been reduced and, as a result of such reduction, the amount of such Synthetic Letter of Credit Lender’s Credit-Linked Deposit exceeds the greater of (A) the amount of such Synthetic Letter of Credit Lender’s Synthetic Letter of Credit Commitment and (B) the sum of such Synthetic Letter of Credit Lender’s Pro Rata Share of the undrawn portion of all outstanding Synthetic Letters of Credit (to the extent of so much of such undrawn portion as has not been adequately secured by the posting of cash collateral by Borrower in accordance with the Security Agreement) and such Synthetic Letter of Credit Lender’s Pro Rata Share of all unreimbursed drawings under Synthetic Letters of Credit. No Person no party other than the Administrative Agent shall have a right of withdrawal from any the Credit-Linked Deposit Account or any other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in Section 3.4 or this Section. Notwithstanding anything herein any provision in this Agreement to the contrary, the sole funding obligation of each Synthetic Letter Institutional L/C Lender in respect of Credit Lender to fund its participation in Synthetic Institutional Letters of Credit shall be satisfied in full upon the funding of its Credit-Linked Deposit on the Closing Date. (b) Each of the Borrower, the Administrative Agent, the Issuing Lender and each Institutional L/C Lender hereby acknowledges and agrees that each Institutional L/C Lender is funding its Credit-Linked Deposit to the Administrative Agent for application in the manner contemplated by this Agreement and that the Administrative Agent has agreed to invest the Credit-Linked Deposits so as to earn a return (except that during periods when, and to the extent to which, such obligation shall be restored Credit-Linked Deposits have been withdrawn from the Credit-Linked Deposit Account pursuant to Section 3.4 to cover unreimbursed Institutional L/C Disbursements) for the Institutional L/C Lenders equal to a rate per annum (computed on the basis of a year of 365 days (or 366 days in a leap year)), reset daily on each Business Day for the event that period until the next following Business Day, equal to (i) the one month LIBOR rate as determined by the Administrative Agent reasonably determines that applicable law on such day (or if such day was not a Business Day, the order of first Business Day immediately preceding such day) based on rates for deposits in dollars (as set forth by Bloomberg L.P.-page BTMM or any Government Authority prohibits other comparable publicly available service as may be selected by the Administrative Agent) (the “Benchmark LIBOR Rate”) minus (ii) 0.15%. Such interest will be paid to the Institutional L/C Lenders by the Administrative Agent from using quarterly in arrears on each Fee Payment Date. In addition to the foregoing payments by the Administrative Agent, the Borrower agrees to pay to the Administrative Agent for the account of each Institutional L/C Lender a Synthetic Letter fee which shall accrue at the Credit-Linked Deposit Fee Rate on the average daily amount of Credit such Institutional L/C Lender’s Credit-Linked Deposit as described above due during the period from and including the Closing Date to but excluding the date on which the entire amount of such Lender’s Credit-Linked Deposit is returned to it (except during periods when, and to the bankruptcy extent to which, such Credit-Linked Deposits have been withdrawn from the Credit-Linked Deposit Account pursuant to Section 3.4 to cover unreimbursed Institutional L/C Disbursements), payable quarterly in arrears on each Fee Payment Date. All such fees shall be computed on the basis of a year of 365 days (or insolvency 366 days in a leap year), and in each case shall be payable for the actual number of such Synthetic Letter days elapsed (including the first day but excluding the last day). (c) The 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 obligations of the Borrower provided in Section 3.5), it being acknowledged and agreed by the parties hereto that the making of the Credit-Linked Deposits by the Institutional L/C Lenders, the provisions of this Section 2.24 and the application of the Credit-Linked Deposits in the manner contemplated by Section 3.4 constitute agreements among the Administrative Agent, the applicable Issuing Lenders and each Institutional L/C Lender with respect to the funding obligations of each Institutional L/C Lender in respect of its participation in Institutional Letters of Credit Lender and do not constitute any loan or due extension of credit to the Borrower. (d) The Borrower may at any Lien time or from time to time direct the Administrative Agent to reduce the Total Credit-Linked Deposit; provided that (i) each reduction of the Total Credit-Linked Deposit shall be in favor an amount that is an integral multiple of creditors $1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not direct the Administrative Agent to reduce the Total Credit-Linked Deposit if, after giving effect to such reduction (and to the provisions of such Synthetic Letter Section 3.1(c)), (A) the aggregate Institutional L/C Exposure would exceed the Total Credit-Linked Deposit, (B) the Total Revolving Extensions of Credit Lender).would exceed the Total Revolving Commitments or (C) the aggregate Revolving L/C Exposure would exceed the Revolving L/C