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.
60
(B)
THE FOLLOWING AMOUNTS WILL BE DEPOSITED IN
THE SYNTHETIC DEPOSIT ACCOUNT AT THE FOLLOWING TIMES:
(I)
AT ANY TIME AFTER THE SYNTHETIC FACILITY
AVAILABILITY DATE, UPON THE WRITTEN REQUEST (THE "SYNTHETIC REQUEST") OF
ENERGYSOLUTIONS SUBSTANTIALLY IN THE FORM OF EXHIBIT D HERETO OR AS REASONABLY
ACCEPTABLE TO THE ADMINISTRATIVE AGENT, EACH SYNTHETIC LENDER SHALL DEPOSIT IN
THE SYNTHETIC DEPOSIT ACCOUNT (VIA THE ADMINISTRATIVE AGENT) AN AMOUNT IN
DOLLARS EQUAL TO SUCH LENDER'S SYNTHETIC DEPOSIT AMOUNT.
THEREAFTER, THE
SYNTHETIC DEPOSITS SHALL BE AVAILABLE, ON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH HEREIN, FOR APPLICATION PURSUANT TO SECTION 2.16(D)(I), TO
REIMBURSE SUCH LENDER'S SYNTHETIC DEPOSIT PERCENTAGE OF DISBURSEMENTS THAT ARE
NOT REIMBURSED BY ENERGYSOLUTIONS.
(II)
ON ANY DATE PRIOR TO THE SYNTHETIC LETTER
OF CREDIT MATURITY DATE ON WHICH THE ADMINISTRATIVE AGENT OR THE SYNTHETIC
ISSUING BANK RECEIVES ANY REIMBURSEMENT PAYMENT FROM ENERGYSOLUTIONS IN RESPECT
OF A DISBURSEMENT, WITH RESPECT TO WHICH AMOUNTS WERE WITHDRAWN FROM THE
SYNTHETIC DEPOSIT ACCOUNT TO REIMBURSE OR PAY SUCH DISBURSEMENT, THE
ADMINISTRATIVE AGENT SHALL DEPOSIT IN THE SYNTHETIC DEPOSIT ACCOUNT, AND CREDIT
TO THE SYNTHETIC DEPOSIT SUB-ACCOUNTS OF THE SYNTHETIC LENDERS, THE PORTION OF
SUCH REIMBURSEMENT OR OTHER PAYMENT TO BE DEPOSITED THEREIN, IN ACCORDANCE WITH
SECTION 2.17(D).
(III)
CONCURRENTLY WITH THE EFFECTIVENESS OF ANY
ASSIGNMENT BY ANY LENDER OF ALL OR ANY PORTION OF ITS SYNTHETIC DEPOSIT, THE
ADMINISTRATIVE AGENT SHALL TRANSFER INTO THE SYNTHETIC DEPOSIT SUB-ACCOUNT OF
THE ASSIGNEE THE CORRESPONDING PORTION OF THE AMOUNT ON DEPOSIT IN THE
ASSIGNOR'S SYNTHETIC DEPOSIT SUB-ACCOUNT IN ACCORDANCE WITH SECTION