THE ADMINISTRATIVE AGENT IN REIMBURSEMENT THEREOF AN AMOUNT EQUAL TO THE
AMOUNT SO WITHDRAWN FOR DEPOSIT IN THE CREDIT-LINKED DEPOSIT ACCOUNT.
UNTIL THE
BORROWER SHALL REPAY ANY AMOUNT WITHDRAWN FROM THE CREDIT-LINKED DEPOSIT ACCOUNT
TO REIMBURSE THE LC FACILITY ISSUING BANK FOR AN UNREIMBURSED LC FACILITY
DISBURSEMENT, THE INTEREST PAYABLE TO THE LC FACILITY LENDERS ON THEIR LC
FACILITY DEPOSITS UNDER SUBSECTION 3.14(B) SHALL BE CORRESPONDINGLY REDUCED AND
THE LC FACILITY LENDERS SHALL WITHOUT FURTHER ACT SUCCEED, RATABLY IN ACCORDANCE
WITH THEIR RESPECTIVE LC FACILITY PERCENTAGES, TO THE RIGHTS OF THE
ADMINISTRATIVE AGENT WITH RESPECT TO SUCH AMOUNT.
80
(D)
NEITHER THE 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 THEREON) (EXCEPT TO REFUND PORTIONS THEREOF USED TO REIMBURSE THE LC
FACILITY ISSUING BANK WITH RESPECT TO LC FACILITY DISBURSEMENTS AS PROVIDED IN
SUBSECTION 2.6), 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 SUBSECTION 3.14 AND THE APPLICATION OF THE LC FACILITY DEPOSITS IN THE
MANNER CONTEMPLATED BY SUBSECTION 2.6(E) CONSTITUTE AGREEMENTS AMONG THE
ADMINISTRATIVE AGENT, THE LC FACILITY ISSUING BANK AND EACH LC FACILITY LENDER
WITH RESPECT TO THE 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 BORROWER.
(E)
PROVIDED, IN EACH CASE, THAT THE BORROWER
HAS COMPLIED WITH SUBSECTIONS 2.6(E)(I) AND 3.15(C), THE ADMINISTRATIVE AGENT
SHALL RETURN ANY REMAINING LC FACILITY DEPOSITS TO THE LC FACILITY LENDERS ON
THE LC FACILITY MATURITY DATE OR THEREAFTER ONCE THE BORROWER HAS COMPLIED WITH
SUBSECTIONS 2.6(E)(I) AND 3.15(C) AND, IN ANY EVENT, SHALL RETURN TO THE LC
FACILITY LENDERS ON THE LC FACILITY MATURITY DATE ANY EXCESS OF THE LC FACILITY
DEPOSITS OVER THE LC FACILITY EXPOSURE.
(F)
IF THE ADMINISTRATIVE AGENT IS NOT
OFFERING DOLLAR DEPOSITS (IN THE APPLICABLE AMOUNTS) IN THE LONDON INTERBANK
MARKET, OR THE ADMINISTRATIVE AGENT DETERMINES THAT ADEQUATE AND FAIR MEANS DO
NOT OTHERWISE EXIST FOR ASCERTAINING THE BENCHMARK LIBOR RATE FOR THE LC
FACILITY DEPOSITS (OR ANY PART THEREOF), THEN THE LC FACILITY DEPOSITS (OR SUCH
PARTS, AS APPLICABLE) SHALL BE INVESTED SO AS TO EARN A RETURN EQUAL TO THE
GREATER OF THE FEDERAL FUNDS RATE AND A RATE DETERMINED BY THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH BANKING INDUSTRY RULES ON INTERBANK COMPENSATION.
3.15
TERMINATION AND REDUCTION OF COMMITMENTS AND LC
FACILITY DEPOSITS.
(A)
THE BORROWER MAY AT ANY TIME OR FROM TIME
TO TIME, UPON NOT LESS THAN THREE BUSINESS DAYS' PRIOR NOTICE TO THE
ADMINISTRATIVE AGENT, DIRECT THE ADMINISTRATIVE AGENT TO TERMINATE THE DELAYED
DRAW TERM LOAN COMMITMENTS OR, FROM TIME TO TIME, TO REDUCE THE AMOUNT OF THE
DELAYED DRAW TERM LOAN COMMITMENTS.
ANY SUCH REDUCTION SHALL BE IN AN AMOUNT
EQUAL TO $5.0 MILLION OR