Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with Section 2.01(c)(i) and, on the Restatement Effective Date, a portion of the LC-1 Facility DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Agent in the Credit-Linked Deposit Account, and no party other than the LC Facility 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 Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its LC Facility Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 Effective Date) and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder). (b) Each of the Agent, the LC Facility Agent, the 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 LC Facility Agent for application in the manner contemplated by Section 2.04 and that the LC Facility 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) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable). Such amount will (or the amount determined in accordance with Section 2.14) will be paid by the LC Facility Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.12. In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to make payments to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such period. (c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. Borrower shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount so withdrawn for deposit in the Credit-Linked Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the interest payable by the LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount. (d) Neither the U.S. 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 at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as provided in Section 2.04), 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 Section 2.18 and the application of the LC Facility Deposits in the manner contemplated by Section 2.04(e) constitute agreements among the Agent, the LC Facility 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 U.S. Borrower. (e) Provided, in each case, that the U.S. Borrower has complied with Section 2.04(j), the LC Facility Agent shall return any remaining LC Facility Deposits maturing on any LC Facility Maturity Date to the Agent and the Agent shall distribute such amounts to the LC Facility Lenders with LC Facility Deposits maturing on such LC Facility Maturity Date. (f) If the LC Facility Agent is advised by JPMorgan Chase Bank, N.A. that it is not offering Dollar deposits (in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the 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 LC Facility Agent in accordance with banking industry rules on interbank compensation.
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Sources: Amendment Agreement (Aramark Corp)
Credit-Linked Deposit Account. (a) On the Closing Date, each LC Facility Lender paid to the LC Facility Agent for deposit in the The Credit-Linked Deposit Account an amount equal to its LC Facility Commitment in accordance with Section 2.01(c)(i) and, on the Restatement Effective Date, a portion of the LC-1 Facility DepositDeposits of the Initial Extending Lenders were exchanged for LC-2 Facility Deposits pursuant to Section 2.01(c)(ii) and on the Amendment No. 2 Effective Date, a portion of the LC-1 Facility Deposits of the Amendment No. 2 Extending Lenders were exchanged for LC-3 Facility Deposits pursuant to Section 2.01(c)(iii). The LC Facility Deposits shall be held by the LC Facility Administrative Agent in the Credit-Linked Deposit Account, and no party other than the LC Facility 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 Credit-Linked 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 Section 2.04 or otherwise as provided in this Agreement shall be satisfied in full upon the funding of its LC Facility Deposit (which, with respect to the LC-1 Facility Deposits, occurred on the Closing Date and, with respect to the LC-2 Facility Deposits, was deemed to have occurred on the Restatement Effective Date and, with respect to the LC-3 Facility Deposits, shall be deemed to have occurred on the RestatementAmendment No. 2 Effective Date) and (ii) each LC Facility Lender hereby grants a security interest in its LC Facility Deposit to the LC Facility Agent as security for the obligations of the LC Facility Issuing Bank in respect of the LC Facility (it being understood that this clause (ii) shall not relieve the U.S. Borrower of its reimbursement obligations hereunder)Credit-Linked Deposit.
(b) Each of the Agent, the LC Facility Administrative Agent, the LC Facility Issuing Bank and each LC Facility Lender hereby acknowledges and agrees that each LC Facility Lender is funding its LC Facility Credit-Linked Deposit to the LC Facility Administrative Agent for application in the manner contemplated by Section 2.04 2.6(d) and that the LC Facility Administrative Agent has agreed to invest the LC Facility Credit-Linked Deposits which are on deposit in the Credit Linked Deposit Account from time to time so as to earn a return on the principal outstanding amount of the LC Facility Deposits from time (subject to time clause (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 Agreemente) below) for the LC Facility Lenders equal to a rate per annum, reset daily on each Business Day the LIBID Rate for the period until the next following Business Day, equal to (i) applicable period. Each LC Facility Lender’s Pro Rata Share of such day’s rate for one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.15% (calculated on the basis of a 365-day or 366-day year, as applicable). Such amount will (or the amount determined in accordance with Section 2.14) interest will be paid to such LC Facility Lender by the LC Facility Administrative Agent to the Agent and by the Agent to the LC Facility Lenders quarterly in arrears when LC Facility LC on the last Business Day of each March, June, September and December and on each other day Participation Fees are payable paid pursuant to Section 2.12. In addition to the foregoing payments to the LC Facility Lenders, the U.S. Borrower agrees to make payments to the LC Facility Lenders quarterly in arrears when LC Facility LC Fees are payable pursuant to Section 2.10(c) with respect to any period (and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the LC Facility Lenders’ LC Facility Deposits during such period2.9.
(c) In the event funds from the Credit-Linked Deposit Account are withdrawn by the LC Facility Agent to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the U.S. Borrower The Borrowers shall have the right, at any time prior to the applicable LC Facility Maturity Date, to pay over to the LC Facility Agent in reimbursement thereof an amount equal to the amount so withdrawn for deposit in the Credit-Linked Deposit Account. Until the U.S. Borrower shall repay any amount withdrawn from the Credit-Linked Deposit Account to reimburse the LC Facility Issuing Bank for an unreimbursed LC Facility LC Disbursement, the interest payable by the LC Facility Agent to the Agent for distribution to the LC Facility Lenders on their LC Facility Deposits under Section 2.18(b) shall be correspondingly reduced and the LC Facility Lenders shall without further act succeed, ratably in accordance with their respective Ratable Portions, to the rights of the LC Facility Agent with respect to such amount.
(d) Neither the U.S. Borrower nor any other Loan Party shall have any no right, title or interest in or to the LC Facility Credit-Linked Deposits or any and no obligations with respect thereto (including any obligation to pay interest at the LIBOR Rate) (except to refund portions thereof used to reimburse the LC Facility Issuing Bank with respect to LC Facility LC Disbursements as provided in Section 2.04)thereto, it being acknowledged and agreed by the parties hereto that the making of the LC Facility Credit-Linked Deposits by the LC Facility Lenders, the provisions of this Section 2.18 2.7 and the application of the LC Facility Credit-Linked Deposits in the manner contemplated by Section 2.04(e2.6(d) constitute agreements among the Agent, the LC Facility 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 any Borrower.
(d) Subject to Section 2.8(a), each LC Facility Lender’s Pro Rata Share of any amount of Credit-Linked Deposits remaining on deposit in the U.S. BorrowerCredit-Linked Deposit Account will be returned to such LC Facility Lender on the first date on or after the Maturity Date on which the LC Facility LC Exposure has been reduced to zero.
(e) ProvidedIf, in for any date of determination of the LIBID Rate the LC Facility Administrative Agent, shall have determined (which determination shall be conclusive and binding on each caseLC Facility Lender) that, that by reason of circumstances affecting the U.S. Borrower has complied with Section 2.04(j)relevant market, adequate and reasonable means do not exist for ascertaining the LIBID Rate, the LC Facility Administrative Agent shall return any remaining LC Facility Deposits maturing on any LC Facility Maturity Date to the Agent and the Agent shall distribute such amounts give notice thereof to the LC Facility Lenders with LC Facility and until such notice has been withdrawn, the Credit-Linked Deposits maturing on such LC Facility Maturity Date.
(f) If the LC Facility Agent is advised by JPMorgan Chase Bank, N.A. that it is not offering Dollar deposits (deposit in the applicable amounts) in the London interbank market, or the LC Facility Agent determines that adequate and fair means do not otherwise exist for ascertaining the LIBOR Rate for the LC Facility Deposits (or any part thereof), then the LC Facility Deposits (or such parts, as applicable) Credit Linked Deposit Account shall be invested so as to earn a return equal to the greater of the Federal Funds Rate and a rate determined by the LC Facility Administrative Agent in accordance with banking industry rules on interbank compensation.
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