Common use of Synthetic Deposit Account Clause in Contracts

Synthetic Deposit Account. (a) On or after to the Second Amendment Effective Date, the Administrative Agent shall establish the Synthetic Deposit Account. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic Lender in the Synthetic Deposit Account (the interest of each Synthetic Lender in the Synthetic Deposit Account, as evidenced by such records, being referred to as such Lender’s “Synthetic Deposit Sub-Account”). The Administrative Agent shall establish such additional Synthetic Deposit Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.5. No Person (other than the Administrative Agent or any of its sub-agents) shall have the right to make any withdrawals from the Synthetic Deposit Account or exercise any other right or power with respect thereto, except as expressly provided herein. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Synthetic Deposit Account (i) shall be the property of any Secured Party (other than the Administrative Agent for the benefit of the Synthetic Issuing Bank) and (ii) shall constitute “Collateral” under the Loan Documents other than in favor of the Synthetic Issuing Bank in respect of Synthetic Letter of Credit Participation Obligations. Each Synthetic Lender agrees that its right, title and interest with respect to the Synthetic Deposit Account shall be limited to the right to require amounts in its Synthetic Deposit Sub-Account to be used as expressly set forth herein and that it will have no right to require the return of its Synthetic Deposit other than as expressly provided herein (each Synthetic Lender hereby acknowledging that its Synthetic Deposit constitutes payment for its Synthetic Letter of Credit Participation Obligations and that the Synthetic Issuing Bank will be issuing, amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Synthetic Deposit to discharge such Lender’s obligations in accordance with clause (c) of this Section 2.16 and Section 2.17(c)). The funding of the Synthetic Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic Issuing Bank and the Synthetic Lenders with respect to the funding and reimbursement obligations of the Synthetic Lenders under this Agreement, and do not constitute loans, extensions of credit or other financial accommodations to any Loan Party.

Synthetic Deposit Account. (a) On or after prior to the Second Amendment Effective Closing Date, the Administrative Agent shall establish the Synthetic Deposit Account. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic Lender in the Synthetic Deposit Account (the interest of each Synthetic Lender in the Synthetic Deposit Account, as evidenced by such records, being referred to as such Lender’s “Synthetic Deposit Sub-Account”). The Administrative Agent shall establish such additional Synthetic Deposit Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.512.11. No Person (other than the Administrative Agent or any of its sub-agents) shall have the right to make any withdrawals from the Synthetic Deposit Account or exercise any other right or power with respect thereto, except as expressly provided herein. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Synthetic Deposit Account (i) shall be the property of any Secured Party (other than the Administrative Agent for the benefit of the Synthetic Issuing BankIssuer) and (ii) shall constitute “Collateralcollateral” under the Loan Documents other than in favor of the Synthetic Issuing Bank Issuer in respect of Synthetic Letter of Credit Participation Obligations. In addition, each Synthetic Lender hereby grants to the Administrative Agent for the benefit of the Synthetic Issuer a security interest in its rights and interests in such Synthetic Lender’s Synthetic Deposit to secure the obligations of such Synthetic Lender hereunder. Each Synthetic Lender agrees that its right, title and interest with respect to the Synthetic Deposit Account shall be limited to the right to require amounts in its Synthetic Deposit Sub-Account to be used as expressly set forth herein and that it will have no right to require the return of its Synthetic Deposit other than as expressly provided herein (each Synthetic Lender hereby acknowledging that its Synthetic Deposit constitutes payment for its Synthetic Letter of Credit Participation Obligations and that the Synthetic Issuing Bank Issuer will be issuing, amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s Synthetic Deposit to discharge such Lender’s obligations in accordance with clause (c) of this Section 2.16 2.1.4 and Section 2.17(c)2.6.3). The funding of the Synthetic Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic Issuing Bank Issuer and the Synthetic Lenders with respect to the funding and reimbursement obligations of the Synthetic Lenders under this Agreement, and do not constitute loans, extensions of credit or other financial accommodations to any Loan PartyObligor.

Synthetic Deposit Account. (a) On or after prior to the Second Amendment Effective Closing Date, the Administrative Agent Synthetic LC Bank shall establish the Synthetic Deposit Account. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic Lender in the Synthetic Deposit Account (the interest of each Synthetic Lender in the Synthetic Deposit Account, as evidenced by such records, being referred to as such Lender’s “Synthetic Deposit Sub-Account”). The Administrative Agent shall establish such additional Synthetic Deposit Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.5. No Person (other than the Administrative Agent Synthetic LC Bank (or any of its sub-agents) shall have the right to make any withdrawals withdrawal from the Synthetic Deposit Account or to exercise any other right or power with respect thereto, except as expressly provided herein. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Synthetic Deposit Account (i) shall be the property of any Secured Party (other than the Administrative Agent for the benefit of the Synthetic Issuing Bank) and (ii) shall constitute “Collateral” under the Loan Documents other than in favor of the Synthetic Issuing Bank in respect of Synthetic Letter of Credit Participation Obligations. Each Synthetic LC Lender agrees that its right, title and interest with respect in and to the Synthetic Deposit Account shall be limited to the right to require amounts in its Synthetic Deposit Sub-Account to be used as expressly set forth herein and that it will have no right to require the return of its any Synthetic Deposit other than as expressly provided herein (each herein. Each Synthetic LC Lender hereby acknowledging acknowledges that (i) its Synthetic Deposit constitutes payment for its Synthetic Letter of Credit LC Participation Obligations Obligation, (ii) its Synthetic Deposit and any investments made therewith shall secure its obligations to the Synthetic LC Bank hereunder (each Synthetic LC Lender hereby granting to the Synthetic LC Bank, a security interest in its Synthetic Deposit and agreeing that the Synthetic Issuing LC Bank, as holder of the Synthetic Deposits and any investments made therewith, will be acting as collateral agent) and (iii) the Synthetic LC Bank will be issuing, amending, renewing and extending Synthetic Letters of Credit in reliance on the availability of such Lender’s 's Synthetic Deposit to discharge such Lender’s 's obligations in connection with any Unreimbursed Amount under the Synthetic Letters of Credit in accordance with clause (c) of this Section 2.16 and Section 2.17(c)2.2.6(g). The funding of Each Synthetic LC Lender hereby grants to the Synthetic Deposits LC Bank a security interest in its rights and interests in such Synthetic LC Lender's Synthetic Deposit to secure the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic Issuing Bank and the Synthetic Lenders with respect to the funding and reimbursement obligations of the such Synthetic Lenders under this Agreement, and do not constitute loans, extensions of credit or other financial accommodations to any Loan PartyLC Lender hereunder.

Synthetic Deposit Account. (a) On or after prior to the Second Amendment Effective Closing Date, the Administrative Agent shall establish the Synthetic Deposit Account. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic L/C Lender in the Synthetic Deposit Account (the interest of each Synthetic Lender in the Synthetic Deposit Account, as evidenced by such records, being referred to as such Lender’s “Synthetic Deposit Sub-Account”). The Administrative Agent shall establish such additional Synthetic Deposit Sub-Accounts for any assignee Synthetic L/C Lenders as shall be required pursuant to Section 11.5this Agreement. No Person (other than the Administrative Agent or any of its sub-agents) shall have the right to make any withdrawals withdrawal from the Synthetic Deposit Account or to exercise any other right or power with respect thereto, except as expressly provided herein. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Synthetic Deposit Account (i) shall be the property of any Secured Party (other than the Administrative Agent for the benefit of the Synthetic Issuing Bank) and (ii) shall constitute “Collateral” under the Loan Documents other than in favor of the Synthetic Issuing Bank in respect of Synthetic Letter of Credit Participation Obligations. Each Synthetic L/C Lender agrees that its right, title and interest with respect in and to the Synthetic Deposit Account shall be limited to the right to require amounts in its Synthetic Deposit Sub-Account to be used as expressly set forth herein and that it will have no right to require the return of its any Synthetic Deposit other than as expressly provided herein (each herein. Each Synthetic L/C Lender hereby acknowledging acknowledges that (A) its Synthetic Deposit constitutes payment for its Synthetic Letter L/C Participation Obligation, (B) its Synthetic Deposit and any investments made therewith shall secure its obligations to the Issuing Bank hereunder (each Synthetic L/C Lender hereby granting to the Administrative Agent, for the benefit of Credit Participation Obligations the Issuing Bank, a security interest in its Synthetic Deposit and agreeing that the Administrative Agent, as holder of the Synthetic Deposits and any investments made therewith, will be acting as collateral agent for the Issuing Bank) and (C) the Issuing Bank will be issuing, amending, renewing and extending Synthetic Letters of Credit L/Cs in reliance on the availability of such Synthetic L/C Lender’s Synthetic Deposit to discharge such Synthetic L/C Lender’s obligations in connection with any Synthetic L/C Drawing (or arranging therefor) in accordance with clause (c) of this Section 2.16 and Section 2.17(c)4.03(a). The funding Each Synthetic L/C Lender hereby grants to the Administrative Agent for the benefit of the Synthetic Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic Issuing Bank a security interest in its rights and interests in such Synthetic L/C Lender’s Synthetic Deposit to secure the Synthetic Lenders with respect to the funding and reimbursement obligations of the such Synthetic Lenders under this Agreement, and do not constitute loans, extensions of credit or other financial accommodations to any Loan PartyL/C Lender hereunder.

Synthetic Deposit Account. (a) On or after prior to the Second Amendment Effective Closing Date, the Administrative Agent shall establish the Synthetic Deposit Account. The Administrative Agent shall maintain records enabling it to determine at any time the amount of the interest of each Synthetic DIP L/C Lender in the Synthetic Deposit Account (the interest of each Synthetic DIP L/C Lender in the Synthetic Deposit Account, as evidenced by such records, being referred to as such Lender’s “Synthetic Deposit Sub-Account”). The Administrative Agent shall establish such additional Synthetic Deposit Sub-Accounts for assignee Lenders as shall be required pursuant to Section 11.512.11. No Person (other than the Administrative Agent or any of its sub-agents) shall have the right to make any withdrawals from the Synthetic Deposit Account or exercise any other right or power with respect thereto, except as expressly provided herein. Without limiting the generality of the foregoing, each party hereto acknowledges and agrees that no amount on deposit at any time in the Synthetic Deposit Account (i) shall be the property of any Secured Party (other than the Administrative Agent for the benefit of the Synthetic Issuing BankDIP Letter of Credit Issuer) and (ii) shall constitute “Collateral” Collateral under the Loan Documents other than in favor of the Synthetic Issuing Bank DIP Letter of Credit Issuer in respect of Synthetic DIP Letter of Credit Participation Obligations. In addition, each DIP L/C Lender hereby grants to the Administrative Agent for the benefit of the DIP Letter of Credit Issuer a security interest in its rights and interests in such DIP L/C Lender’s Synthetic Deposit to secure the obligations of such DIP L/C Lender hereunder. Each Synthetic DIP L/C Lender agrees that its right, title and interest with respect to the Synthetic Deposit Account shall be limited to the right to require amounts in its Synthetic Deposit Sub-Account to be used as expressly set forth herein and that it will have no right to require the return of its Synthetic Deposit other than as expressly provided herein (each Synthetic DIP L/C Lender hereby acknowledging that its Synthetic Deposit constitutes payment for its Synthetic DIP Letter of Credit Participation Obligations and that the Synthetic Issuing Bank DIP Letter of Credit Issuer will be issuing, amending, renewing and extending Synthetic DIP Letters of Credit in reliance on the availability of such Lender’s Synthetic Deposit to discharge such Lender’s obligations in accordance with clause (c) of this Section 2.16 2.4 and Section 2.17(c)2.9.3). The funding of the Synthetic Deposits and the agreements with respect thereto set forth in this Agreement constitute arrangements solely among the Administrative Agent, the Synthetic Issuing Bank DIP Letter of Credit Issuer and the Synthetic DIP L/C Lenders with respect to the funding and reimbursement obligations of the Synthetic DIP L/C Lenders under this Agreement, and do not constitute loans, extensions of credit or other financial accommodations to any Loan PartyObligor.