Common use of Deemed Disbursements Clause in Contracts

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (ba) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) 9.1.8 or, with notice from the Administrative Agent acting given at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) , an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount of all Letters of Credit which is are undrawn and available under all issued and outstanding Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by and the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse pay to the applicable Issuer for the of each Letter of Credit an amount deemed equal to have been so paid or disbursed by such Issueramount. Any amounts so payable by the relevant Borrower pursuant to this Section 3.2.4 shall be deposited in cash with the Administrative Agent and held as collateral security in trust (for the sole benefit of the relevant Issuer and the Lenders) for payment of the Obligations arising in connection with the such Letters of Credit issued by the applicable IssuerCredit. At If such time as the Events Event of Default giving rise to the deemed disbursements hereunder shall have been cured or waivedwaived (provided that no other Default has occurred and is continuing and the Obligations have not been accelerated pursuant to Section 9.2 or 9.3), the Administrative Agent shall promptly return to the relevant Borrower all amounts then on deposit deposited by it with the Administrative Agent pursuant to this Section, Section 3.2.4 (together with accrued interest thereon at the Federal Administrative Agent’s Cost of Funds Rateor such other interest rate based upon a cash equivalent investment (in the form of obligations issued by or guaranteed by the U.S. government, commercial paper of a domestic corporation rated A-1 by S&P or a comparable rating from another nationally recognized rating agency or certificates of deposit of a U.S. or Canadian bank with (x) a credit rating of Aa or better by S&P or a comparable rating from another nationally recognized rating agency and (y) a combined capital and surplus greater than $250,000,000) which have not been is agreed to between the relevant Issuer and the relevant Borrower), net of any amount (which may include accrued interest) applied to the satisfaction payment of such Obligationsany Obligations with respect to the Letters of Credit.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orCommitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Issuer to the Administrative Agent to and the applicable Borrower or Borrowers of its obligations under this Section, the such Borrower or Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Issuer from such Borrower or Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excess, if any, of (a) the aggregate amount deposited by such Borrower or Borrowers with the Issuer and not theretofore applied by the Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to the Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, the Issuer shall return to such Borrower or Borrowers all amounts then on deposit with the Issuer pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to such Borrower or Borrowers, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Issuer as additional collateral security for the repayment of such Borrower's or Borrowers' Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Collateral Agent and held as cash collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Collateral Agent shall return to the Borrower all amounts then on deposit with the Administrative Collateral Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. (a) Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Revolving Loan Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Revolving Letters of Credit issued and outstanding shall, without demand upon or notice to the Revolving Loan Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Revolving Issuer under of such Revolving Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Revolving Loan Borrower shall be immediately obligated to reimburse the applicable such Revolving Issuer for the amount deemed to have been so paid or disbursed by such Revolving Issuer. Any amounts . (b) Upon the occurrence and during the continuation of any Default under Section 8.1.9 or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to either Borrower of its obligations under this Section, following the occurrence and during the continuation of any other Event of Default, (i) the aggregate Stated Amount of all Synthetic Letters of Credit shall, without demand upon or notice to either Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Synthetic Issuer of such Synthetic Letters of Credit (notwithstanding that such amount may not in fact have been paid or disbursed); and (ii) the Borrowers shall be immediately obligated to reimburse such Synthetic Issuer for the amount deemed to have been so paid or disbursed by such Synthetic Issuer. (c) Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with (or at the direction of) the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 9.1(i) or upon notification by the Lender to the Borrower of the type described in clauses (b) through (d) of its obligations under this Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon following the occurrence and during the continuation of any other Event of Default,: (ai) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available guarantied under all Letters of Credit issued and outstanding Lender Guaranties shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit Lender (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Lender for the amount deemed to have been so paid or disbursed by such Issuerdisbursed. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent Lender and held as collateral security for the Lender Guaranty Reimbursement Obligations and all other Obligations. Provided, however, if the Borrower can provide adequate assurances that the Lender Guaranties are not reasonably likely to be drawn upon, the Lender may, in connection with its sole and absolute discretion, waive the Letters of Credit issued by the applicable IssuerBorrower’s requirements under this Section 2.7(d). At such time as the When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative Agent shall Lender shall, if no other Event of Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent Lender pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Lender Guaranty Reimbursement Obligations and/or all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse deposit (in the applicable Issuer for the manner described below) an amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the When all Events of Default Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Revolving Loan Administrative Agent (acting at the direction of the Required Revolving Loan Lenders) to the Borrowers of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower Borrowers or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Revolving Loan Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Revolving Loan Administrative Agent shall return to the Borrower Borrowers all amounts then on deposit with the Revolving Loan Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1.9 or the occurrence of the type described in clauses Revolving Period Commitment Termination Date or (bii) through (d) the declaration by the Agent of Section 8.1.9 with respect to all or any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.3, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with delivered to the Administrative Agent and to be held as collateral security for the repayment of the Borrower's obligations in connection with the Letters of Credit. All amounts on deposit pursuant to this Section 2.8.7 shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Agent and designated by the Borrower, which investments shall be held by the Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit issued and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Agent, the Issuer and the Lenders shall not be liable for any loss resulting from any investment made by the applicable Agent at the Borrower's request. The Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to each Issuer in full, the Obligations of the Borrower under this Section 2.8.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any of such Letters of Credit is recovered in any manner from such Issuer), and the Agent will return to the Borrower the excess, if any, of the aggregate amount held by the Agent and not theretofore applied to any Reimbursement Obligation. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Revolving Period Commitment Termination Date shall not have occurred for any reason, the Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 2.8.7.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of under Section 11.1(i) or upon notification by the type described in clauses Agent (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders) to the Borrower Representative of itsthe Borrowers’ obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default,: (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower Borrowers or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for Cash Collateralize the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for use to satisfy the Obligations in connection with the Letters of Credit issued by the applicable Issuerpotential related Reimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waivedwaived (in accordance with the terms of this Agreement), the Administrative Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such Reimbursement Obligations. Unless and until amounts are paid or disbursed under a Letter of Credit, Lenders shall have no obligation to fund amounts referenced in this Section 2.7(e).

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 9.1(i) or upon notification by the Lender to the Borrower of the type described in clauses (b) through (d) of its obligations under this Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon following the occurrence and during the continuation of any other Event of Default,: (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit Lender (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Lender for the amount deemed to have been so paid or disbursed by such Issuerdisbursed. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent Lender and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuerand all other Obligations. At such time as the When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative Agent shall Lender shall, if no other Events of Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent Lender pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations and/or all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) 9.1.9 or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower WWI or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower WWI of its obligations under this Section, the Borrower WWI shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower WWI pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower WWI all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (bunder Section 9.1(i) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuerand all other Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall shall, if no other Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations and all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from upon notification by the U.S. Administrative Agent (acting at the direction of the Required Lenders) to the applicable Borrower of its obligations under this Section, upon at any time following the occurrence and during the continuation of any other Event of Default, , (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the either Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and , and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the applicable Borrower shall be immediately obligated to reimburse deposit with (x) the applicable Issuer for U.S. Administrative Agent the amount deemed to have been so paid or disbursed by such Issuerthe U.S. Issuers and (y) the Canadian Administrative Agent the amount deemed to have been so paid or disbursed by the Canadian Issuers. Any amounts so Amounts payable by the such Borrower pursuant to this Section shall be deposited in cash immediately available funds with the applicable Administrative Agent and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuersuch Borrower. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section 2.6.4 have been cured or waived, waived the applicable Administrative Agent shall return to the applicable Borrower all amounts received from such Borrower then on deposit with the such Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section 2.6.4 which have not been applied to the satisfaction of actual Reimbursement Obligations of such ObligationsBorrower not arising by operation of this Section 2.6.4.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for to Cash Collateralize the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower Borrowers or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section under SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from declaration by the Administrative Agent acting at that all Advances are immediately due and payable or are due and payable on demand pursuant to Section 10.2, Celestica shall immediately deposit with the direction Administrative Agent, on behalf of the Required LendersIssuing Bank, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the undrawn Face Amount of all Letter issued and outstanding Letters of Credit Outstandings attributable Credit. If such deposit is not received by the Administrative Agent, on behalf of the Issuing Bank, within 15 days of such declaration by the Administrative Agent, the Administrative Agent may, with the consent of the Majority Lenders, deem a Drawdown Notice to have been delivered by Celestica requesting (i) a Drawdown of a Prime Rate Advance in an amount equal to the then aggregate amount which is undrawn and available under all Face Amount of outstanding Letters of Credit issued and outstanding shalldenominated in Canadian Dollars, without demand upon or notice (ii) a Drawdown of a Base Rate Canada Advance in an amount equal to the Borrower or any other Personundrawn Face Amount of outstanding Letters of Credit denominated in U.S. Dollars, be and (iii) a Drawdown of a Base Rate Canada Advance in the Equivalent Amount in United States Dollars (on the date preceding the date that such Drawdown Notice is deemed to have been paid or disbursed delivered by Celestica and from time to time thereafter) of the applicable Issuer under such undrawn Face Amount of outstanding Letters of Credit (notwithstanding that such amount may not denominated in fact have been so paid a currency other than United States Dollars or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Canadian Dollars. Such Advances shall be immediately obligated to reimburse made and the applicable Issuer for Lenders shall fund such Advances in accordance with Section 11.2 notwithstanding the amount deemed to have been so paid or disbursed by such Issuerprovisions of Section 6.3. Any amounts so payable received by the Borrower Administrative Agent, on behalf of the Issuing Bank, from Celestica pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of all Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuing Bank. At any time when such Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii), the obligations of Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered by any beneficiary in any manner from the Issuing Bank), and the Administrative Agent, on behalf of the Issuing Bank, will return to Celestica the amount, if any, by which the aggregate amount deposited by Celestica with the Administrative Agent, together with any interest accrued thereon, exceeds the aggregate amount paid by the Administrative Agent for application by the Issuing Bank to any Reimbursement Obligation of Celestica and the aggregate amount of any unpaid Reimbursement Obligations of Celestica. If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent Agent, on behalf of the Issuing Bank, shall return to the Borrower Celestica all amounts then on deposit with the Administrative Agent (together with any interest thereon) pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 3.5.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses under Section 8.1.10 hereof or upon notification by Agent (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders) to any Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the such Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative waived Agent shall promptly return to the such Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations or other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Parent Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Parent Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Parent Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Parent Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Collateral Agent and held as cash collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Collateral Agent shall return to the Parent Borrower all amounts then on deposit with the Administrative Collateral Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) Letter of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orCredit Commitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by the applicable Issuer. At any time when such time as Letters of Credit shall terminate and all Obligations of the Events of Default giving rise Issuer are either terminated or paid or reimbursed to the deemed disbursements hereunder shall have been cured or waivedIssuer in full, the Administrative Agent Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Sectionexcess, together with accrued interest at the Federal Funds Rateif any, which have not been applied to the satisfaction of such Obligations.of

Deemed Disbursements. (a) Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from 9.1.9 or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Revolving Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Revolving Issuer under of such Revolving Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and; (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Revolving Issuer for the amount deemed to have been so paid or disbursed by such Revolving Issuer; and (iii) the Borrower shall be immediately obligated to deposit with (or for the benefit of) such Revolving Issuer an amount equal to 5% of the amount deemed to have been paid or disbursed by such Revolving Issuer pursuant to the preceding clause (i). (b) Upon the occurrence and during the continuation of any Event of Default under Section 9.1.9 or upon notification by the Administrative Agent (acting at the direction of the Synthetic Issuer) to the Borrower of its obligations under this Section, following the occurrence and during the continuation of any other Event of Default, (i) the aggregate Stated Amount of all Synthetic Letters of Credit shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the Synthetic Issuer (notwithstanding that such amount may not in fact have been paid or disbursed); (ii) the Borrower shall be immediately obligated to reimburse such Synthetic Issuer for the amount deemed to have been so paid or disbursed by such Synthetic Issuer; and (iii) the Borrower shall be immediately obligated to deposit with (or for the benefit of) such Synthetic Issuer an amount equal to 5% of the amount deemed to have been paid or disbursed by such Synthetic Issuer pursuant to the preceding clause (i). Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as When all the Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, Section (together with any interest accrued interest at the Federal Funds Rate, thereon) which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) SECTION 9.1.9 or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower WWI or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower WWI of its obligations under this Section, the Borrower WWI shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower WWI pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower WWI all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations. SECTION 2.6. 5. NATURE OF REIMBURSEMENT OBLIGATIONS. WWI and, to the extent set forth in SECTION 2.6.1, each Lender with a Revolving Loan Commitment, shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit. None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers granted to the Issuer or any Lender with a Revolving Loan Commitment hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon WWI, each Obligor and each such Lender, and shall not put the Issuer under any resulting liability to WWI, any Obligor or any such Lender, as the case may be.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon at any time following the occurrence and during the continuation of any other Event of Default, , (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and , and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse deposit with the applicable Issuer for Administrative Agent the amount deemed to have been so paid or disbursed by such Issuerthe Issuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such Obligationsactual Reimbursement Obligations not arising by operation of this Section 2.6.4.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) 9.1.9 or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. The Borrower also shall deposit cash collateral in accordance with this Section as and to the extent required by Section 4.12. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At If the Borrower is required to provide an amount of cash collateral hereunder as the result of the occurrence of an Event of Default, then at such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all such amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 4.12, such amount (to the extent not applied to the satisfaction of such Obligations) shall be returned to the Borrower to the extent that, after giving effect to such return, the Issuer shall not have any exposure in respect of any outstanding Letter of Credit that is not fully covered by the Revolving Loan Commitments of the Non-Defaulting Lenders and/or the remaining cash collateral and no Default shall have occurred and be continuing.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orCommitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other Personapplicable Borrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Administrative Agent Issuer to the Agent and the applicable Borrower of its obligations under this Section, the applicable Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Issuer from the applicable Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the applicable Borrower's obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to the Borrowers the excess, if any, of (a) the aggregate amount deposited by the applicable IssuerBorrower with the Issuer and not theretofore applied by the Issuer to any Reimbursement Obligation or other Obligation over (b) the aggregate amount of all Reimbursement Obligations to the Issuer pursuant to this Section, as so adjusted and other Obligations. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waivedwaived or when all Obligations of the Borrowers shall have been terminated, paid, or otherwise satisfied in full, the Administrative Agent Issuer shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Agent Issuer pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction end of the Required LendersCommitment Period or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, together all investments purchased with accrued such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of New York with respect to such security interest at the Federal Funds Rate, which have not been applied to the satisfaction and that an Event of Default under this Agreement shall constitute a default for purposes of such Obligationssecurity interest.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the applicable Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from declaration by the Administrative Agent acting at that all Advances are immediately due and payable or are due and payable on demand pursuant to Section 10.2, Celestica shall immediately deposit with the direction Administrative Agent, on behalf of the Required LendersIssuing Bank, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the undrawn Face Amount of all Letter issued and outstanding Letters of Credit Outstandings attributable Credit. If such deposit is not received by the Administrative Agent, on behalf of the Issuing Bank, within 15 days of such declaration by the Administrative Agent, the Administrative Agent may, with the consent of the Majority Lenders, deem a Drawdown Notice to have been delivered by Celestica requesting (i) a Drawdown of a Prime Rate Advance in an amount equal to the then aggregate amount which is undrawn and available under all Face Amount of outstanding Letters of Credit issued and outstanding shalldenominated in Canadian Dollars, without demand upon or notice (ii) a Drawdown of a Base Rate Canada Advance in an amount equal to the Borrower or any other Personundrawn Face Amount of outstanding Letters of Credit denominated in U.S. Dollars, be and (iii) a Drawdown of a Base Rate Canada Advance in the Equivalent Amount in United States Dollars (on the date preceding the date that such Drawdown Notice is deemed to have been paid or disbursed delivered by Celestica and from time to time thereafter) of the applicable Issuer under such undrawn Face Amount of outstanding Letters of Credit (notwithstanding that such amount may not denominated in fact have been so paid a currency other than United States Dollars or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Canadian Dollars. Such Advances shall be immediately obligated to reimburse made and the applicable Issuer for Canadian Lenders shall fund such Advances in accordance with Section 11.2 notwithstanding the amount deemed to have been so paid or disbursed by such Issuerprovisions of Section 6.3. Any amounts so payable received by the Borrower Administrative Agent, on behalf of the Issuing Bank, from Celestica pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of all Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuing Bank. At any time when such Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii), the obligations of Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered by any beneficiary in any manner from the Issuing Bank), and the Administrative Agent, on behalf of the Issuing Bank, will return to Celestica the amount, if any, by which the aggregate amount deposited by Celestica with the Administrative Agent, together with any interest accrued thereon, exceeds the aggregate amount paid by the Administrative Agent for application by the Issuing Bank to any Reimbursement Obligation of Celestica and the aggregate amount of any unpaid Reimbursement Obligations of Celestica. If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent Agent, on behalf of the Issuing Bank, shall return to the Borrower Celestica all amounts then on deposit with the Administrative Agent (together with any interest thereon) pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 3.5.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to any Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the such Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall promptly return to the such Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations or other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orCommitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the Issuer, acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrowers, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Administrative Agent Issuer to the Borrower Agent and to the Borrowers of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Borrower Issuer from the Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of the Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations to the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of the Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to the Borrowers the excess, if any, of (a) the aggregate amount deposited by the Borrowers with the Issuer and not theretofore applied by the Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to the Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, the Issuer shall return to the Borrowers all amounts then on deposit with the Issuer pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to the Borrowers, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Issuer as additional collateral security for the repayment of the Borrowers' Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuer and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the applicable Issuer. At Administrative Agent to reimburse the Issuer for Disbursements for that it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the Events maturity of Default the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent in an account (which may be interest bearing) designated by the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts (plus accrued interest, if any, thereon) then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) 9.1.9 or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon During the occurrence and during the continuation existence of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orDefault, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding for the account of the applicable Borrower shall, at the election of the Majority Lenders, and without demand upon or notice to the Borrower or any other Personsuch Borrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to the and such Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by the such Issuer from a Borrower pursuant to this Section shall be deposited in cash with turned over to the Administrative Agent and held as collateral security for the Obligations repayment of such Borrower’s obligations in connection with the Letters of Credit issued by the applicable such Issuer. At any time when such time as Letters of Credit shall terminate and all liabilities of each Issuer with respect to Letters of Credit issued by it are either terminated or paid or reimbursed to such Issuer in full, the Events Liabilities of such Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and, provided that no Event of Default giving rise to the deemed disbursements hereunder shall have been cured or waivedUnmatured Event of Default or Event of Default or Unmatured Event of Default, as applicable, exists, the Administrative Agent shall will return to the Borrower all amounts then on deposit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Borrowers with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.the

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses under Section 8.1.9 or any Default under clause (bc) through or (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orwhich, with notice from after the lapse of 60 days, would constitute an Event of Default or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries------------- any default of the type described in Section 8.1.9(e)) or, with notice from the ---------------- Administrative Agent acting at with the direction approval of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuer and in connection therewith the Borrower hereby grants to the Administrative Agent for the benefit of the Lenders a security interest in such cash to secure the Obligations. The Administrative Agent shall have the right to apply any such cash collateral to such Obligations as they become due and payable. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required LendersAgent, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed disbursed, in the applicable currency or currencies, by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower Borrowers of its their obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount amount, and in the currency, deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative Agent for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower KIL all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses CLAUSES (bA) through (dD) of Section SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant -43- to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries7.1(f) or, with notice from the Administrative Agent acting at the direction either of the Required LendersCo-Administrative Agents, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding for the account of the Company or a Subsidiary Guarantor shall, without demand upon or notice to the Borrower Company or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by either of the Co-Administrative Agent Agents to the Borrower Company of its obligations under this Section, the Borrower Company shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower Company pursuant to this Section 1.9.4 (the "Deemed Disbursement Amount") shall be deposited in cash with the Administrative Agent Administrator and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuers. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent Administrator shall return to the Borrower all amounts then on deposit with Company the Administrative Agent pursuant Deemed Disbursement Amount, less any amount thereof applied to this Sectionthe Obligations, together with accrued interest at the Federal Funds Rate, which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Immaterial Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued at the request of any Borrower and outstanding shall, without demand upon or notice to the such Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the applicable Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the applicable Issuer. Any amounts so payable by the any Borrower pursuant to this Section shall be deposited in cash in the applicable Currency with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.issued

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in under clauses (ba) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuers and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by Applicable Law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuers, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuer. At Issuer for Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Facility Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Facility Agent to the Borrower of its the obligations of the Borrower under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Facility Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Facility Agent shall return to the Borrower all amounts then on deposit with the Administrative Facility Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default or the occurrence of the type described in clauses Commitment Termination Date or (bii) through (d) the declaration by the Agent of Section 8.1.9 with respect to all or any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated as provided in Section 9.2(b), upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Revolving Loan Letters of Credit issued and outstanding shall, without demand upon or notice to at the Borrower or any other Person, be deemed to have been paid or disbursed by election of the applicable Issuer acting on instructions from the Required Lenders, be required to be cash collateralized by the Borrower (but only to the extent not already collateralized under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursedSection 3.1(b) hereof); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this SectionSection 2.8(g), the Borrower shall be immediately obligated to reimburse deliver cash to the Agent, for deposit in the Letter of Credit Collateral Account, in the undrawn and outstanding amount of the applicable Issuer for Revolving Loan Letter of Credit (to the amount deemed extent not already collateralized under Section 3.1(b)), such amounts to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Revolving Loan Letters of Credit. All amounts on deposit pursuant to this Section 2.8(g) shall, until their application to any Obligation or their return to the Borrower, as the case may be, be invested as provided in Section 2.8(j). At any time when such Revolving Loan Letters of Credit issued shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to each Issuer in full, the Obligations of the Borrower under this Section 2.8(g) shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any of such Revolving Loan Letters of Credit is recovered in any manner from such Issuer), and the Agent will return to the Borrower the excess, if any, of the aggregate amount held by the applicable IssuerAgent (including investment earnings thereon) and not theretofore applied to any Reimbursement Obligation. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waivedwaived (other than such arising under Section 9.1(f) or 9.1(g)), if the Commitment Termination Date shall not have occurred for any reason, the Administrative Agent shall return to the Borrower all amounts then on deposit in the Letter of Credit Collateral Account with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 2.8(g).

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to SECTION 8.1.9 or the occurrence of the type described in clauses Commitment Termination Date or (bii) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the declaration by the Administrative Agent acting at the direction of all or any portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in SECTION 8.3, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.7.7 shall, until their application to any Obligation or their return to the applicable Borrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon either (a) the occurrence and during the continuation of any an Event of Default pursuant to SECTION 8.1.9 or the occurrence of the type described in clauses Commitment Termination Date, or (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the declaration by the Administrative Agent acting at the direction of all or any portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated as provided in SECTION 8.3, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.6.7 shall, until their application to any Obligation or their return to the applicable Borrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (x) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (y) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent Revolving Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon either (i) the occurrence and -------------------- during the continuation of any an Event of Default pursuant to Section 8.1.9 or the ------------- occurrence of the type described in clauses Commitment Termination Date (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, including upon the occurrence of the Conversion Date) or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and during other Obligations to be due and payable and/or the continuation of any other Event of Default, commitments (aif not theretofore terminated) to be terminated as provided in Section 8.3, an amount equal to that portion of all Letter ----------- of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by the applicable such Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all All amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.this

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orDefault, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the option of the Issuer (in the case of Letters of Credit), and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer thereof under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Administrative Issuer, as the case may be, to the Agent to and the Borrower of its obligations Obligations under this SectionSection 5.7, the Borrower shall be immediately ----------- obligated to reimburse the applicable Issuer for Issuer, as the case may be, the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Issuer from the Borrower pursuant to this Section 5.7 shall be deposited in cash with the Administrative Agent and held as collateral ----------- security for the Obligations repayment of the Borrower's Obligations, in connection with the Letters of Credit issued by the applicable Issuer. At any time when such time as Letters of Credit shall terminate and all obligations of the Events of Default giving rise Issuer are either terminated or paid or reimbursed to the deemed disbursements hereunder shall have been cured or waivedIssuer in full, the Administrative Agent Obligations of the Borrower under this Section 5.7 shall be reduced accordingly ----------- (subject, however, to reinstatement in the event any payment in respect of such ------- ------- Letters of Credit is recovered in any manner from the Issuer), and the Issuer will, if no other monetary Obligations are then owed to the Issuer or the Banks hereunder, return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Sectionexcess, together with accrued interest at the Federal Funds Rateif any, which have not been applied to the satisfaction of such Obligations.of

Deemed Disbursements. Upon either (a) the occurrence and during the continuation of any an Event of Default pursuant to SECTION 8.1.9 or the occurrence of the type described in clauses Commitment Termination Date or (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the declaration by the Canadian Administrative Agent acting at the direction of all or any portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated as provided in SECTION 8.3, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Canadian Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.6.6 shall, until their application to any Obligation or their return to the applicable Borrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Canadian Administrative Agent and designated by the Borrower, which investments shall be held by the Canadian Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Canadian Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Canadian Administrative Agent at the Borrower's request. The Canadian Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (x) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (y) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent Revolving Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orWorking Capital Loan Commitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding (or in the event of a mandatory prepayment of a Letter of Credit pursuant to SECTION 3.1, an amount equal to such mandatory prepayment) shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by the Administrative Issuer to the Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Agent on behalf of the Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable received by the Agent on behalf of the Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of the Borrower's obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Agent will return to the Borrower the excess, if any, of (a) the aggregate amount deposited by the Borrower with the Issuer and not theretofore applied by the Issuer to any Reimbursement Obligation (b) the aggregate amount of all Reimbursement Obligations to the Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, the Agent shall return to the Borrower all amounts then on deposit (other than amounts attributable to a mandatory prepayment) with the Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Agent for the account of the Issuer as additional collateral security for the repayment of the Borrower's Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) 10.1.9 or, with notice from the Administrative US Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding under each Facility shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative applicable Agent to the such Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the such Borrower pursuant to this Section shall be deposited in cash with the Administrative applicable Agent and held as collateral security for the Obligations of such Borrower in connection with the such Letters of Credit issued by the applicable such Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative applicable Agent shall return to the such Borrower all amounts then on deposit with the Administrative applicable Agent pursuant to this Section, together with accrued interest at the US Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting (at the direction request of the Required Lenders), upon the occurrence and during the continuation of any other Event of Default,: (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed disbursed, in the applicable currency or currencies, by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower Borrowers of its their obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount amount, and in the currency, deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash in an interest bearing account with the Administrative Agent and held as collateral security pursuant to a cash collateral agreement in form and substance reasonably satisfactory to the Administrative Agent for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower KIL all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orWorking Capital Loan Commitment Termination Date, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding (or in the event of a mandatory prepayment of a Letter of Credit pursuant to SECTION 3.1, an amount equal to such mandatory prepayment) shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by the applicable such Issuer. At any time when such time as the Events Letters of Default giving rise Credit shall terminate and all Obligations of each Issuer are either terminated or paid or reimbursed to the deemed disbursements hereunder shall have been cured or waivedsuch Issuer in full, the Administrative Agent shall return to Obligations of the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.under this

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required LendersAgent, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding for the account of the Borrowers shall, without demand upon or notice to the Borrower or any other PersonBorrowers, be deemed to have been paid or disbursed by the applicable relevant Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower USAM of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuers. At In the case of any such time as deemed disbursement resulting from the Events occurrence of a Default or Event of Default, if such Default or Event of Default giving rise to the deemed disbursements hereunder shall have has been cured or waived, the Administrative Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default,Agent (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its the obligations of the Borrower under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 9.1(i) or upon notification by the Lender to the Borrower of the type described in clauses (b) through (d) of its obligations under this Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to : the then aggregate amount which is undrawn and available guarantied under all Letters of Credit issued and outstanding Lender Guaranties shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit Lender (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, and the Borrower shall be immediately obligated to reimburse the applicable Issuer Lender for the amount deemed to have been so paid or disbursed by such Issuerdisbursed. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent Lender and held as collateral security for the Lender Guaranty Reimbursement Obligations and all other Obligations. Provided, however, if the Borrower can provide adequate assurances that the Lender Guaranties are not reasonably likely to be drawn upon, the Lender may, in connection with its sole and absolute discretion, waive the Letters of Credit issued by the applicable IssuerBorrower’s requirements under this Section 2.7(d). At such time as the When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative Agent shall Lender shall, if no other Event of Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent Lender pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Lender Guaranty Reimbursement Obligations and/or all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (ba) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, and the Borrower Co-Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by the Issuer, plus five percent (5%) of such Issueramount to cover fees and expenses, if any, relating to the Letters of Credit. Any amounts so payable by the Borrower and the Co-Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent into the accounts referred to in Section 7.1.9 and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, or any Letters of Credit shall have expired undrawn, the Administrative Agent shall return apply the funds in the manner prescribed by the other Loan Documents (with reference to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this SectionCollateral Accounts), together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the applicable Issuer. At Administrative Agent to reimburse the Issuing Bank for Disbursements for that it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the Events maturity of Default the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from under Sections 8.1.5 or upon notification by the Administrative Agent (acting on its own or at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse provide cash collateral to the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuer and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower's obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the applicable Issuer. At Administrative Agent to reimburse the Issuer for Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the Events maturity of Default giving rise the Loans has been accelerated, be applied to satisfy other Obligations of the deemed disbursements hereunder shall Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Defaults have been cured or waived, waived the Administrative Agent (including accrued interest, if any, thereon) shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from declaration by the Administrative Agent acting at that all Advances are immediately due and payable or are due and payable on demand pursuant to Section 10.2, Celestica shall immediately deposit with the direction Administrative Agent, on behalf of the Required LendersIssuing Bank, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the undrawn Face Amount of all Letter issued and outstanding Letters of Credit Outstandings attributable Credit. If such deposit is not received by the Administrative Agent, on behalf of the Issuing Bank, within 15 days of such declaration by the Administrative Agent, the Administrative Agent may, with the consent of the Majority Lenders, deem a Drawdown Notice to have been delivered by Celestica requesting (i) a Drawdown of a Prime Rate Advance under the Revolving Facility in an amount equal to the then aggregate amount which is undrawn and available under all Face Amount of outstanding Letters of Credit issued and outstanding shalldenominated in Canadian Dollars, without demand upon or notice (ii) a Drawdown of a Base Rate Canada Advance under the Revolving Facility in an amount equal to the Borrower or any other Personundrawn Face Amount of outstanding Letters of Credit denominated in U.S. Dollars, be and (iii) a Drawdown of a Base Rate Canada Advance under the Revolving Facility in the Equivalent Amount in United States Dollars (on the date preceding the date that such Drawdown Notice is deemed to have been paid or disbursed delivered by Celestica and from time to time thereafter) of the applicable Issuer under such undrawn Face Amount of outstanding Letters of Credit (notwithstanding that such amount may not denominated in fact have been so paid a currency other than United States Dollars or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Canadian Dollars. Such Advances shall be immediately obligated to reimburse made and the applicable Issuer for Canadian Lenders shall fund such Advances in accordance with Section 11.2 notwithstanding the amount deemed to have been so paid or disbursed by such Issuerprovisions of Section 6.3. Any amounts so payable received by the Borrower Administrative Agent, on behalf of the Issuing Bank, from Celestica pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the repayment of all Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuing Bank. At any time when such Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii), the obligations of Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered by any beneficiary in any manner from the Issuing Bank), and the Administrative Agent, on behalf of the Issuing Bank, will return to Celestica the amount, if any, by which the aggregate amount deposited by Celestica with the Administrative Agent, together with any interest accrued thereon, exceeds the aggregate amount paid by the Administrative Agent for application by the Issuing Bank to any Reimbursement Obligation of Celestica and the aggregate amount of any unpaid Reimbursement Obligations of Celestica. If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent Agent, on behalf of the Issuing Bank, shall return to the Borrower Celestica all amounts then on deposit with the Administrative Agent (together with any interest thereon) pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 3.5.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in under clauses (ba) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit Issuers (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the each Borrower shall be immediately obligated to reimburse the applicable each Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Collateral Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Collateral Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Collateral Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Letter of Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Letter of Credit Issuer for the amount deemed to have been so paid or disbursed by such the Letter of Credit Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material immaterial Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. (a) Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to each Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, , (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the such Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Issuers. (b) Amounts payable by the each Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the such Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the type described in clauses end of the Commitment Period or (bii) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the declaration by the Administrative Agent acting at the direction of all or any portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, together all investments purchased with accrued such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of New York with respect to such security interest at the Federal Funds Rate, which have not been applied to the satisfaction and that an Event of Default under this Agreement shall constitute a default for purposes of such Obligationssecurity interest.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses CLAUSES (b) through (d) of Section SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Immaterial Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower Company or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower Company of its obligations under this Section, the Borrower Company shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the applicable Issuer. Any amounts so payable by the Borrower Company pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower Company all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction end of the Required LendersCommitment Period or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower's obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower's written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower's request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, together all investments purchased with accrued such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest at the Federal Funds Rate, which have not been applied to the satisfaction and that an Event of Default under this Agreement shall constitute a default for purposes of such Obligationssecurity interest.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Parent or the Borrower or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, , (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and , and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to each Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the such Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the each Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the such Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their obligations under this Section 2.6.4, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section 2.6.4 shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section 2.6.4 have been cured or waived, waived the Administrative Agent shall return to the applicable Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section 2.6.4 which have not been applied to the satisfaction of such the Reimbursement Obligations.. $$/BREAK/$$END

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction end of the Required LendersCommitment Period or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, together all investments purchased with accrued such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest at the Federal Funds Rate, which have not been applied to the satisfaction and that an Event of Default under this Agreement shall constitute a default for purposes of such Obligationssecurity interest.

Deemed Disbursements. (a) Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such Issuer. Issuers. (b) Any amounts so payable by the Borrower pursuant to this Section 2.6.4(a), and any amounts to be Cash Collateralized pursuant to Sections 2.9, 3.1.1(b), 4.7, 8.2 or 8.3 as a result of an Event of Default or other circumstance described in such Sections, shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuer and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by Applicable Law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the applicable Issuer. At Administrative Agent to reimburse the Issuer for Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the Events maturity of Default the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses under Section 8.1.9 or any Default under clause (bc) through or (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) orwhich, with notice from after the lapse of 60 days, would constitute an Event of Default or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of the Reimbursement Obligations; provided that each Credit-Linked Revolving Loan Lender shall have deposited into the Credit-Linked Deposit Account cash in an amount equal to its RL Percentage of the Stated Amount of all Letters of Credit outstanding at such Obligationstime. Each Credit-Linked Revolving Loan Lender agrees to make such deposit.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued at the request of any Borrower and outstanding shall, without demand upon or notice to the such Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the applicable Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the applicable Issuer. Any amounts so payable by the any Borrower pursuant to this Section shall be deposited in cash in the applicable Currency with the Administrative Agent (or at the direction of the Administrative Agent with respect to any Foreign Currency) and held as collateral security for the Obligations in connection with the Letters of Credit issued at the request of such Borrower by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the applicable Borrower all amounts then on deposit with or at the direction of the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Paying Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower Borrowers or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Paying Agent to the Borrower Parent of its the obligations of the Borrowers under this Section, the Borrower Borrowers shall be immediately obligated obligated, jointly and severally, to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash with the Administrative Paying Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Paying Agent shall return to the Borrower Borrowers all amounts then on deposit with the Administrative Paying Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its the obligations of the Borrower under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from upon notification by the U.S. Administrative Agent (acting at the direction of the Required Lenders) to the applicable Borrower of its obligations under this Section, upon at any time following the occurrence and during the continuation of any other Event of Default, , (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the either Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and , and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the applicable Borrower shall be immediately obligated to reimburse deposit with (x) the applicable Issuer for U.S. Administrative Agent the amount deemed to have been so paid or disbursed by such Issuerthe U.S. Issuers and (y) the Canadian Revolving Administrative Agent the amount deemed to have been so paid or disbursed by the Canadian Issuers. Any amounts so Amounts payable by the such Borrower pursuant to this Section shall be deposited in cash immediately available funds with the applicable Administrative Agent and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuersuch Borrower. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the applicable Administrative Agent shall return to the applicable Borrower all amounts received from such Borrower then on deposit with the such Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of actual Reimbursement Obligations of such ObligationsBorrower not arising by operation of this Section 2.6.4.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of under Section 8.1.10 or upon notification by the type described in clauses Agent (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders) to any Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the such Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall promptly return to the such Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations or other Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1.9 or the occurrence of the type described in clauses Commitment Termination Date or (bii) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the declaration by the Administrative Agent acting at the direction of all or any portion of the Required Lendersoutstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated as provided in Section 8.3, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is outstanding and undrawn and available under all Letters of Credit issued and outstanding shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); , and (b) , upon notification by such Issuer to the Administrative Agent to and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable such Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable received by such Issuer from the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Obligation or their return to the applicable Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, if the Administrative Agent Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section under SECTION 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the applicable Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the applicable Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so Amounts payable by the applicable Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the applicable Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuer and shall be applied to such Obligations as they become due and payable. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (bunder SECTION 9.1(i) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (ai) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (bii) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuerand all other Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall shall, if no other Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations and all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer Issuers for the amount deemed to have been so paid or disbursed by such IssuerIssuers. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the Obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuer and the Lenders, an exclusive first priority and continuing perfected security interest in connection and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the Letters foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit issued has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by Applicable Law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment that the Borrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, the Issuers, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuer. At Issuer for Disbursements for that it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower at such time as or, if the Events maturity of Default the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Guarantors under this Agreement or the other Loan Documents. When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which Section that have not been applied to the satisfaction of such the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from declaration by the Administrative Agent acting at that all Advances are immediately due and payable or are due and payable on demand pursuant to Section 10.2, Celestica shall immediately deposit with the direction Administrative Agent, on behalf of the Required LendersIssuing Bank, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the undrawn Face Amount of all Letter issued and outstanding Letters of Credit Outstandings attributable Credit. If such deposit is not received by the Administrative Agent, on behalf of the Issuing Bank, within 15 days of such declaration by the Administrative Agent, the Administrative Agent may, with the consent of the Majority Lenders, deem a Drawdown Notice to have been delivered by Celestica requesting (i) a Drawdown of a Prime Rate Advance in an amount equal to the then aggregate amount which is undrawn and available under all Face Amount of outstanding Letters of Credit issued and outstanding shalldenominated in Canadian Dollars, without demand upon or notice (ii) a Drawdown of a Base Rate Canada Advance in an amount equal to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such undrawn Face Amount of outstanding Letters of Credit denominated in U.S. Dollars, and (notwithstanding that such amount may not iii) a Drawdown of a Base Rate Canada Advance in fact have been so paid the Equivalent Amount in United States Dollars of the undrawn Face Amount of outstanding Letters of Credit denominated in Euros or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower Pounds Sterling. Such Advances shall be immediately obligated to reimburse made and the applicable Issuer for Lenders shall fund such Advances in accordance with Section 11.2 notwithstanding the amount deemed to have been so paid or disbursed by such Issuerprovisions of Section 6.3. Any amounts so payable received by the Borrower Administrative Agent, on behalf of the Issuing Bank, from Celestica pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations repayment of Celestica's obligations in connection with the Letters of Credit issued by the applicable IssuerIssuing Bank. At any time when such Letters of Credit shall terminate pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii), the obligations of Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered by any beneficiary in any manner from the Issuing Bank), and the Administrative Agent, on behalf of the Issuing Bank, will return to Celestica the amount, if any, by which the aggregate amount deposited by Celestica with the Administrative Agent, together with any interest accrued thereon, exceeds the aggregate amount paid by the Administrative Agent for application by the Issuing Bank to any Reimbursement Obligation of Celestica and the aggregate amount of any unpaid Reimbursement Obligations of Celestica. If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time as the when all Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent Agent, on behalf of the Issuing Bank, shall return to the Borrower Celestica all amounts then on deposit with the Administrative Agent (together with any interest thereon) pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such ObligationsSection 3.5.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (a), (b), (c) through or (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with upon written notice from the Administrative Agent acting given at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent or a Lender and held in an interest bearing account as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuers. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent or a Lender pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 9.1(i) or upon notification by the Lender to the Borrower of the type described in clauses (b) through (d) of its obligations under this Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion : the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit Lender (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, and the Borrower shall be immediately obligated to reimburse the applicable Issuer Lender for the amount deemed to have been so paid or disbursed by such Issuerdisbursed. Any amounts so Amounts payable by the Borrower pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent Lender and held as collateral security for the Reimbursement Obligations in connection with the Letters of Credit issued by the applicable Issuerand all other Obligations. At such time as the When all Events of Default giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, the Administrative Agent shall Lender shall, if no other Events of Default is then existing, return to the Borrower all amounts then on deposit with the Administrative Agent Lender pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations and/or all other Obligations.

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with ------------- notice from the Administrative Agent acting at the direction of the Required LendersAgent, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed disbursed, in the applicable currency or currencies, by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower Borrowers of its their obligations under this Section, the Borrower Borrowers shall be immediately obligated to reimburse the applicable Issuer for the amount amount, and in the currency, deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security pursuant to a cash collateral agreement in form and substance satisfactory to the Administrative Agent for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower SIHL all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiariesany default of the type described in Section 8.1.9(e)) or, with notice from the Administrative Agent acting at with the direction approval of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerIssuer and in connection therewith the Borrower hereby grants to the Administrative Agent for the benefit of the Lenders a security interest in such cash to secure the Obligations. The Administrative Agent shall have the right to apply any such cash collateral to such Obligations as they become due and payable. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.

Deemed Disbursements. (a) Upon the occurrence and during the continuation of any Default of the type described in clauses (a) through (d) of Section 8.1.9 or, with notice from the Administrative Agent, upon the occurrence and during the continuation of any Event of Default of Default, the type described in clauses (b) through (d) of Section 8.1.9 with respect Borrower shall be immediately obligated to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from pay to the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) Issuer an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such IssuerCredit. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as cash collateral security in an interest bearing account for the Obligations arising in connection with the Letters of Credit issued by the applicable IssuerCredit. At such time as the Events when such Default or such Event of Default giving rise to the deemed disbursements hereunder shall have been cured or waivedwaived (and provided no other Default has occurred and is continuing and the Loans have not been accelerated pursuant to Section 8.2 or 8.3), the Administrative Agent shall promptly return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Sectionclause (including accrued interest, together with net of account expenses), net of any amount (including accrued interest at the Federal Funds Rate, which have not been interest) applied to the satisfaction payment of such any Obligations. (b) On any date when any reduction in the Commitment Amount shall become effective, the Borrower shall be immediately obligated to pay to the Issuer an amount equal to the excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount as so reduced. Any amounts so payable by the Borrower pursuant to this clause (b) shall be deposited in cash with the Administrative Agent and held as cash collateral security for Obligations arising in connection with Letters of Credit. At such time when the outstanding principal amount of all Loans and Letter of Credit Outstandings are less than the Commitment Amount, the Administrative Agent shall promptly return to the Borrower an amount equal to such difference (including accrued interest, net of account expenses), net of any amount (including accrued interest) applied to the payment of any Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of under Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to any Borrower of its obligations under this Section, upon following the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion the aggregate Stated Amount of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding shall, without demand upon or notice to the any Borrower or any other Person, be deemed to have been paid or disbursed by the applicable Issuer under of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the each Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so Amounts payable by the Borrower Borrowers pursuant to this Section shall be deposited in cash immediately available funds with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable IssuerReimbursement Obligations. At such time as the Events of Default When all Defaults giving rise to the deemed disbursements hereunder shall under this Section have been cured or waived, waived the Administrative Agent shall return to the Borrower applicable Borrowers all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the satisfaction of such the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with notice from the Administrative Agent acting at the direction of the Required Lenders, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued at the request of the Company and outstanding shall, without demand upon or notice to the Borrower Company or any other Person, be deemed to have been paid or disbursed in the applicable currency or currencies by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower Company of its obligations under this Section, the Borrower Company shall be immediately obligated to reimburse the applicable Issuer for the amount amount, and in the currency, deemed to have been so paid or disbursed by such Issuer. Any amounts so payable by the Borrower Company pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued at the request of the Company by the applicable Issuer. At such time as the Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower Company all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, which have not been applied to the satisfaction of such Obligations.

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default of the type described in clauses (b) through (d) of Section 8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material Subsidiaries) or, with ------------- notice from the Administrative Agent acting at the direction of the Required LendersAgent, upon the occurrence and during the continuation of any other Event of Default, (a) an amount equal to that portion of all Letter of Credit Outstandings attributable to the then aggregate amount which is undrawn and available under all Letters of Credit issued and outstanding hereunder shall, without demand upon or notice to the Borrower or any other PersonBorrower, be deemed to have been paid or disbursed by the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed); and (b) upon notification by the Administrative Agent to the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse the applicable Issuer for the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so payable by the Borrower pursuant to this Section shall be deposited in cash with the Administrative Agent and held as collateral security for the Obligations in connection with the Letters of Credit issued by the applicable Issuer. At such time as when the Defaults or Events of Default giving rise to the deemed disbursements hereunder shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section, together with accrued interest at the Federal Funds Rate, Section which have not been applied to the partial satisfaction of such Obligations.