LENDER, LC
FACILITY ISSUING BANK OR PARTICIPANT UNDER THIS SUBSECTION 3.13 SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE TERM LOANS, LC FACILITY
PARTICIPATIONS AND ALL AMOUNTS PAYABLE HEREUNDER.
3.14
CREDIT-LINKED DEPOSIT ACCOUNT.
(A)
ON THE CLOSING DATE, EACH LC FACILITY
LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR DEPOSIT IN THE CREDIT-LINKED
DEPOSIT ACCOUNT AN AMOUNT EQUAL TO ITS LC FACILITY COMMITMENT IN ACCORDANCE WITH
SUBSECTION 2.1(B).
THE LC FACILITY DEPOSITS SHALL BE HELD BY THE ADMINISTRATIVE
AGENT IN THE CREDIT-LINKED DEPOSIT ACCOUNT, AND NO PARTY OTHER THAN THE
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
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 SUBSECTION 2.1(B) OR OTHERWISE AS
PROVIDED IN THIS AGREEMENT SHALL BE SATISFIED IN FULL UPON THE FUNDING OF ITS LC
FACILITY DEPOSIT IN THE AMOUNT OF ITS LC FACILITY COMMITMENT AND (II) EACH LC
FACILITY LENDER HEREBY GRANTS A SECURITY INTEREST IN ITS LC FACILITY DEPOSIT TO
THE ADMINISTRATIVE AGENT AS SECURITY FOR THE OBLIGATIONS OF EACH LC FACILITY
ISSUING BANK IN RESPECT OF THE LC FACILITY (IT BEING UNDERSTOOD THAT THIS CLAUSE
(II) SHALL NOT RELIEVE THE BORROWER OF ITS REIMBURSEMENT OBLIGATIONS HEREUNDER).
(B)
EACH OF THE ADMINISTRATIVE AGENT, EACH 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
ADMINISTRATIVE AGENT FOR APPLICATION IN THE MANNER CONTEMPLATED BY SUBSECTION
2.6 AND THAT THE ADMINISTRATIVE 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) 0.10% (OR
SUCH LESSER RATE AS MAY BE AGREED TO BY THE ADMINISTRATIVE AGENT, THE APPLICABLE
LC FACILITY ISSUING BANK AND THE BORROWER) PER ANNUM (CALCULATED ON THE BASIS OF
A 365-DAY OR 366-DAY YEAR, AS APPLICABLE).
SUCH AMOUNT (OR THE AMOUNT
DETERMINED IN ACCORDANCE WITH SUBSECTIONS 3.7 OR 3.10) WILL BE PAID BY THE
ADMINISTRATIVE AGENT TO THE LC FACILITY LENDERS QUARTERLY IN ARREARS WHEN LC
FACILITY FEES ARE PAYABLE.
(C)
IN THE EVENT FUNDS FROM THE CREDIT-LINKED
DEPOSIT ACCOUNT ARE WITHDRAWN BY THE ADMINISTRATIVE AGENT TO REIMBURSE THE LC
FACILITY ISSUING BANK FOR AN UNREIMBURSED LC FACILITY DISBURSEMENT, THE BORROWER
SHALL HAVE THE RIGHT, AT ANY TIME PRIOR TO THE LC FACILITY MATURITY DATE, TO PAY
OVER TO