Common use of Deemed Disbursements Clause in Contracts

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that 52 -38- portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersBank, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Bank under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Bank to the Administrative Agent and any Revolving Credit Borrower of its obligations the Borrower's Obligations under this SectionSection 5.6, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Bank the amount deemed to have been so paid or disbursed by such Issuerthe Bank. Any amounts so received by such Issuer the Bank from any Revolving Credit the Borrower pursuant to this Section 5.6 shall be held as collateral Collateral security for the repayment of such Revolving Credit the Borrower's obligations Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Bank. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations obligations of each Issuer the Bank thereunder are either terminated or paid or reimbursed to such Issuer the Bank in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section 5.6 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Bank), and such Issuer will the Bank will, if no other Obligations are then owed to the Bank hereunder, return to the Revolving Credit Borrowers Borrower the excessEXCESS, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Bank pursuant to this Section 5.6 and not theretofore applied by such Issuer the Bank to any Reimbursement Obligation overObligations owed to the Bank, OVER (b) the aggregate amount of all Reimbursement Obligations owed to such Issuer the Bank pursuant to this SectionSection 5.6, as so adjusted. If any other Obligations shall be owed by the Borrower or any of its Subsidiaries to the Bank hereunder, then the Bank shall apply such excess to such Obligations until the same shall be paid in full. At such time when all Events of Default Defaults shall have been cured or waivedwaived and all of the Borrower's Obligations hereunder shall have been paid in full, each Issuer the Bank shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer pursuant to this Section. All amounts on deposit the Bank pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer5.6.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit Borrowerthe Borrowers, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower Borrowers of its obligations under this Section, such Revolving Credit Borrower the Borrowers shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit Borrower the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's the Borrowers' obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Lender), and such Issuer the Lender will return to the Revolving Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers all amounts then on deposit with such Issuer the Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit Borrowerthe 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 applicable Issuer Lender as additional collateral security for the repayment of the Revolving Credit Borrowers' Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Revolving Credit Borrowers the excess, if any, of of (a) a the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over over (b) b the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings Obligations attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit BorrowerAkorn, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower Akorn of its obligations under this Sectionsubsection, such Revolving Credit Borrower Borrowers shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit Borrower Borrowers pursuant to this Section subsection shall be held as collateral security for the repayment of such Revolving Credit Borrower's Borrowers' obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Reimbursement Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations obligations of the Revolving Credit Borrowers under this Section subsection shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerany Lender), and such Issuer and, if no Event of Default shall be continuing, the Lender will return to the Revolving Credit Borrowers the excess, if any, of (ai) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation Obligation; over (bii) the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Sectionsubsection, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Sectionsubsection. All amounts on deposit pursuant to this Section subsection shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit BorrowerBorrowers, as the case may be, bear interest at the daily average Federal Funds Rate (without taking into account the Applicable Percentage) 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. Federal Reserve Board Regulation D), which interest shall be held by the applicable Issuer Lender as additional collateral security for the repayment of the Revolving Letter of Credit Obligations obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shalloutstanding on the Commitment Termination Date (and not returned undrawn to the Issuer by the beneficiaries thereof on or prior to the Commitment Termination Date) shall automatically, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such the Issuer under such Revolving Credit the Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to and the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such the Issuer the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so received by such the Issuer from any Revolving Credit the Borrower pursuant to this Section SECTION 4.7 shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such the Issuer. At any time when any such Revolving Credit Letters Letter of Credit shall terminate and all Revolving Credit Obligations liabilities of each the Issuer thereunder are either terminated or paid or reimbursed to such the Issuer in full, the Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers Borrower under this Section SECTION 4.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any such Revolving Credit Letters Letter of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) Borrower the aggregate amount deposited by the Revolving Borrower with the Issuer in respect of such Letter of Credit Borrowers with such Issuer and not theretofore applied by such the Issuer to any Reimbursement Obligation over (b) the aggregate amount arising from such Letter of Credit, together with all Reimbursement Obligations to such Issuer earnings thereon pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such Issuer pursuant to this Sectionimmediately succeeding sentence. All amounts on deposit pursuant to this Section SECTION 4.7 shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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)effect, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations Liabilities in connection with the Revolving Credit Letters of Credit issued by such the Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of (x) any Event of Default (other than an Event of Default pursuant to Section 9.1.9) or the occurrence of the Revolving I Credit Commitment Termination DateDate , at the election of the Issuer acting on the instructions from the Required Revolving Lenders, or (y) an Event of Default pursuant to Section 9.1.9, in either case an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such the Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the Issuer to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this SectionSection (although no such notification to the Borrower shall be required if an Event of Default under Section 9.1.9 shall occur), such Revolving Credit the Borrower (whether or not it is the Account Party under a particular Letter of Credit) shall be immediately obligated to reimburse such the Issuer the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so received by such the Issuer from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit issued by such the Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each the Issuer are either terminated or paid or reimbursed to such the Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such the Issuer and not theretofore applied by such the Issuer to any Reimbursement Obligation overObligation (b) the aggregate amount of all Reimbursement Obligations to such the Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each the Issuer shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Borrower’s Obligations in connection with the Revolving Credit Letters of Credit issued by such the Issuer.

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 Revolving I Credit Period Commitment Termination DateDate 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 8.3, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings ----------- attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit the Borrower pursuant to this Section shall be delivered to the Agent to be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit 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 such Issuerthe 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 Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of to each Issuer are either terminated or paid or reimbursed to such each Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers 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 Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer the Agent will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) of the aggregate amount deposited held by the Revolving Credit Borrowers with such Issuer Agent 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 adjustedObligation. At such time when all Events of Default shall have been cured or waived, each Issuer if the Revolving Period Commitment Termination Date shall not have occurred for any reason, the Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer pursuant to this Section. All amounts on deposit the Agent pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.2.8.7. -------------

Deemed Disbursements. Upon (a) If (i) the occurrence and during Letter of Credit Outstandings in respect of Postpetition Enhancement Letters of Credit exceeds the continuation lesser of (x) the Postpetition Enhancement Letter of Credit Commitment Amount in effect on such date (whether as a result of any Event reduction in the -50- Postpetition Enhancement Letter of Default or the occurrence of the Revolving I Credit Commitment Termination DateAmount on any date (including pursuant to Section 2.2) or otherwise) and (y) the Borrowing Base Amount in effect on such date, an amount equal to 110% of that portion of Revolving such excess shall be deemed to have been paid or disbursed by the Issuer under such Postpetition Enhancement Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and the Borrower shall be immediately obligated to reimburse the Issuer such amount deemed to have been so paid or disbursed by the Issuer (provided, however, that if the Fully Collateralized Condition or the Collateral Turnover Date has not occurred, then the Borrower shall not be obligated to reimburse the Issuer for any such amount deemed to have been so paid or disbursed by the Issuer until the fifth Business Day following the date that the Issuer has given notice to the Primary DIP Facility Agent, the Administrative Agent and the Borrower that such amount has been deemed to have been paid or disbursed); or (ii) any Event of Default shall have occurred and be then continuing or the Termination Date shall have occurred, an amount equal to 110% of that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer or the Administrative Agent acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such the Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the Issuer to the Administrative Agent, the Primary DIP Facility Agent and any Revolving Credit the Borrower or the Administrative Agent to the Primary DIP Facility Agent and the Borrower of its the obligations of the Borrower under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse the Issuer such Issuer the amount deemed to have been so paid or disbursed by the Issuer (provided, however, that the Borrower shall not be obligated to reimburse the Issuer for any such Issuer. amount deemed to have been so paid or disbursed by the Issuer unless the Administrative Agent shall have provided the Borrower (with a copy to the Primary DIP Facility Agent and the counsel for any statutory committee of unsecured creditors appointed in the Cases and to the United States Trustee in the Cases) with five Business Days' written notice prior that such amount has been deemed to have been paid or disbursed and that the Borrower is required to reimburse the issuer in respect thereof). (b) Any amounts so received by such the Issuer from any Revolving Credit the Borrower pursuant to clause (a) of this Section shall be held in the Cash Collateral Account as cash collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit related Letters of Credit issued by such the Issuer. At any time when such Revolving Credit Letters any Letter of Credit shall terminate that has been cash collateralized has terminated and been returned and all Revolving Credit Obligations of each the Issuer with respect thereto are either terminated or paid or reimbursed to such the Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters Letter of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers Borrower the excess, if any, of (ai) the aggregate amount deposited by the Revolving Borrower with the Issuer in respect of such terminated and returned Letter of Credit Borrowers with such Issuer and not theretofore applied by such the Issuer to any Reimbursement Obligation over (bii) the aggregate amount of all Reimbursement Obligations to such the Issuer pursuant to this Section, as so adjusted. . (c) At such time when all Events of Default shall have been cured or waived, each the Issuer shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such the Issuer pursuant to clause (a)(ii) of this Section. Section as a result of any such cash collateralization that was required as a result of such Events of Default. (d) All amounts on deposit pursuant to clause (a) of this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such the Issuer.

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default or the occurrence C:\84862\12960\0018.01F 12960.0018 970729 13:27 of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings Liabilities attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersIssuing Lender, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer the Issuing Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Lender to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the Issuing Lender the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Issuing Lender from any Revolving Credit Borrower pursuant to this Section shall be delivered by the Issuing Lender to the Agent and held as collateral security (a) first, for the repayment of such Revolving Credit Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerand (b) second, for all other Liabilities of Borrower. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving obligations of the Issuing Lender in respect of Letters of Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Issuing Lender). Provided no Unmatured Event of Default or Event of Default then exists, and such Issuer the Issuing Lender or the Agent, as the case may be, will return to the Revolving Credit Borrowers Borrower the excess, if any, of of (a) the aggregate amount deposited by Borrower with the Revolving Credit Borrowers with such Issuer Issuing Lender and/or the Agent and not theretofore applied by such Issuer the Issuing Lender to any Reimbursement Obligation over over (b) the aggregate amount of all Reimbursement ---- Obligations to such Issuer the Issuing Lender pursuant to this Section, as so adjusted. At such time when all Unmatured Events of Default and Events of Default shall have been cured or waived, each Issuer the Issuing Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Issuing Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 8.1.5 or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit (acting on its own or at the direction of the Required Lenders) to the Borrower of its obligations under this Section, such Revolving following the occurrence and during the continuation of any other Event of Default, all Reimbursement Obligations plus the maximum amounts which Issuer might then or thereafter be called upon to advance under all Letters of Credit then outstanding shall, without demand upon or notice to the Borrower or any other Person, become immediately due and payable without regard to whether or not actual drawings or payments on the Letters of Credit have occurred, and the Borrower and the Designated Borrowers, jointly and severally, shall be immediately obligated to reimburse provide such Issuer amounts to be held as cash collateral. Amounts payable by the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit Borrower and the Designated Borrowers pursuant to this Section shall be deposited in 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 repayment Obligations. The Borrower and each Designated Borrower, respectively, 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 and Lien on such Revolving Credit Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate account and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullcash, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subjectchecks, howeverdrafts, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), certificates and such Issuer will return to the Revolving Credit Borrowers the excessinstruments, 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 (a) , or in exchange for, any or all of the aggregate amount deposited by foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The obligation of the Revolving Credit Borrowers with such Issuer Borrower and not theretofore applied by such Issuer each Designated Borrower, respectively, to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer deposit amounts pursuant to this SectionSection 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit 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 Administrative Agent to reimburse the Issuer for Disbursements for which it has not been reimbursed and, to the extent not so adjusted. At applied, shall be held for the satisfaction of the Reimbursement Obligations of the Borrower and any Designated Borrower at such time when or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Designated Borrowers under this Agreement or the other Loan Documents. When all Events of Default shall have been cured or waived, each Issuer waived the Administrative Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All amounts on deposit pursuant section (including accrued interest, if any, thereon) that have not been applied to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net satisfaction 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 Reimbursement Obligations or the applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerObligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings Obligations attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit BorrowerAkorn, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower Akorn of its obligations under this Sectionsubsection, such Revolving Credit Borrower Borrowers shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit Borrower Borrowers pursuant to this Section subsection shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations Borrowers' Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Reimbursement Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations obligations of the Revolving Credit Borrowers under this Section subsection shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerany Lender), and such Issuer if no Event of Default shall be continuing, the Lender will return to the Revolving Credit Borrowers the excess, if any, of (ai) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation Obligation; over (bii) the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Sectionsubsection, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Sectionsubsection. All amounts on deposit pursuant to this Section subsection shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit BorrowerBorrowers, as the case may be, bear interest at the daily average Federal Funds Rate (without taking into account the Applicable Percentage) 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. Federal Reserve Board Regulation D), which interest shall be held by the applicable Issuer Lender as additional collateral security for the repayment of the Revolving Letter of Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. Upon Upon (a) the occurrence and during the continuation of any Bankruptcy Event, or (b) the occurrence and during the continuance of any other Event of Default or Default, but, in the occurrence case of this clause (b), only following the direction of the Revolving I Credit Commitment Majority Lenders (or, if the Termination DateDate has not yet occurred, the Required Lenders, and then only to the extent it has been authorized in accordance with Article V of the Modification Agreement by the Required Lenders), (i) an amount equal to that portion of Revolving Credit (x) Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit and (y) Acceptance Obligations attributable to outstanding and unmatured Acceptances shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer the Fronting Banks under such Revolving Credit Letters of Credit or Acceptances, as the case may be, (notwithstanding that such amount may not in fact have been so paid or disbursed), ; and, (ii) upon notification by such Issuer either Fronting Bank to the Administrative Agent and any Revolving Credit the U.S. Borrower of its obligations under this Section, such Revolving Credit Borrower the Borrowers shall be immediately obligated to reimburse such Issuer Fronting Bank the amount deemed to have been so paid or disbursed by such IssuerFronting Bank; provided, that each Foreign Borrower shall only be obligated to reimburse a Fronting Bank for amounts deemed to have been disbursed under Letters of Credit issued for its account. Any amounts so received by such Issuer either Fronting Bank from any Revolving Credit Borrower the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations Obligations, subject to the terms of the Intercreditor Agreement, in connection with the Revolving Credit Letters of Credit issued and the Acceptances created by such Issuerthe Fronting Banks. At any time when such Revolving Credit Letters of Credit shall terminate terminate, such Acceptances mature and are paid and all Revolving Credit Obligations of each Issuer the Fronting Banks are either terminated or paid or reimbursed to such Issuer the applicable Fronting Bank in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit or Acceptances is recovered in any manner from such Issuereither Fronting Bank), and such Issuer subject to the terms of the Loan Documents, the applicable Fronting Bank will return to the Revolving Credit Borrowers applicable Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such the applicable Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Lender or the Issuer), and such Issuer the Lender will return to the Revolving Credit Borrowers Borrower the excess, if any, of of (a) ai the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation over (b) bi the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit the Borrower, as the case may be, bear interest for the Borrower's account 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 applicable Issuer Lender as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. Upon the occurrence declaration by the Administrative Agent that all Advances are immediately due and during the continuation of any Event of Default payable or are due and payable on demand pursuant to Section 10.2 or the occurrence of the Revolving I Credit Commitment Termination Final Maturity Date, an amount equal to that any portion of Revolving Credit Letter of Credit Outstandings attributable to an outstanding and undrawn Revolving Credit Letters Letter of Credit shall, at the election of the applicable Issuer Issuing Bank acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any Revolving Credit BorrowerCelestica, be deemed to have been paid or disbursed by such Issuer the Issuing Bank under such Revolving Credit Letters Letter of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Bank to the Administrative Agent and any Revolving Credit Borrower Celestica of its obligations under this Section, such Revolving Credit Borrower Celestica shall be immediately obligated to reimburse such Issuer the Issuing Bank for the amount deemed to have been so paid or disbursed by such Issuerthe Issuing Bank. Any amounts so received by such Issuer the Issuing Bank from any Revolving Credit Borrower Celestica pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit BorrowerCelestica's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Issuing Bank. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii) the obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Issuing Bank), and such Issuer the Issuing Bank will return to Celestica the Revolving Credit Borrowers the excessamount, if any, of by which (ai) the aggregate amount deposited by Celestica with the Revolving Credit Borrowers with such Issuer and not theretofore Issuing Bank; exceeds (ii) the amount applied by such Issuer the Issuing Bank to any Reimbursement Obligation over (b) of Celestica less the aggregate amount of all Reimbursement Obligations to such Issuer of Celestica. If, pursuant to this SectionSection 10.2, as so adjusted. At 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 when all Events of Default shall have been cured or waived, each Issuer the Issuing Bank shall return to the Revolving Credit Borrowers Celestica all amounts then on deposit with such Issuer pursuant to this Section. All amounts on deposit Issuing Bank pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer3.5.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit (or in the event of a mandatory prepayment of a Letter of Credit pursuant to Section 2.6, an amount equal to such mandatory prepayment) shall, at the election of the applicable Issuer Issuing Lender acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Issuing Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Lender to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Administrative Agent on behalf of the Issuing Lender the amount deemed to have been so paid or disbursed by such Issuerthe Issuing Lender. Any amounts so received by such Issuer the Administrative Agent on behalf of the Issuing Lender from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Issuing Lender. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer the Issuing Lender are either terminated or paid or reimbursed to such Issuer the Issuing Lender in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Issuer), and such Issuer the Administrative Agent will return to the Revolving Credit Borrowers Borrower the excess, if any, of (ai) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Issuing Lender and not theretofore applied by such Issuer the Issuing Lender to any Reimbursement Obligation overreimbursement obligation of the Borrower under subsection (c) above (bii) the aggregate amount of all Reimbursement Obligations reimbursement obligation of the Borrower under subsection (c) above to such Issuer the Issuing Lender pursuant to this Sectionsubsection (d), as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit (other than amounts attributable to a mandatory prepayment) with such Issuer the Administrative Agent pursuant to this Sectionsubsection (d). All amounts on deposit pursuant to this Section subsection (d) shall, until their application to any Reimbursement Obligation reimbursement obligation or their return to any Revolving Credit 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 Sectionsubsection (d), pursuant to F.R.S. Board Regulation D), which interest shall be held by the applicable Issuer Administrative Agent for the account of the Issuing Lender as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Issuing Lender.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Working Capital Loan Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit (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 Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse the Agent on behalf of such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Agent on behalf of such Issuer from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer the Agent will return to the Revolving Credit Borrowers Borrower the excess, if any, of of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over OVER (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit (other than amounts attributable to a mandatory prepayment) with such Issuer 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.Agent 43 303

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersBank, and without demand upon or notice to any Revolving Credit Borrowerthe Company, be deemed to have been paid or disbursed by such Issuer the Bank under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Bank to the Administrative Agent and any Revolving Credit Borrower Company of its obligations under this Section, such Revolving Credit Borrower the Company shall be immediately obligated to reimburse such Issuer the Bank the amount deemed to have been so paid or disbursed by such Issuerthe Bank. Any amounts so received by such Issuer the Bank from any Revolving Credit Borrower the Company pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrowerthe Company's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Bank. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations obligations of each Issuer the Company are either terminated or paid or reimbursed to such Issuer the Bank in full, the Revolving Credit Obligations obligations of the Revolving Credit Borrowers Company under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Bank), and such Issuer and, if no Event of Default shall be continuing, the Bank will return to the Revolving Credit Borrowers Company the excess, if any, of (ai) the aggregate amount deposited by the Revolving Credit Borrowers Company with such Issuer the Bank and not theretofore applied by such Issuer the Bank to any Reimbursement Obligation over (bii) the aggregate amount of all Reimbursement Obligations owing to such Issuer the Bank pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Bank shall return to the Revolving Credit Borrowers Company all amounts then on deposit with such Issuer the Bank pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation obligation or their return to any Revolving Credit Borrowerthe Company, as the case may be, bear interest at the daily average Federal Funds Interbank 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 DReserve Adjusted), which interest shall be held by the applicable Issuer Bank as additional collateral security for the repayment of the Revolving Credit Obligations Company's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Bank.

Deemed Disbursements. (a) Upon the occurrence of any Event of Default under Section 9.7 (with respect to either Borrower) and also, at the option of the Bank, upon the occurrence and during the continuation continuance of any other Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit the LC Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit either Borrower, be deemed to have been paid or disbursed by such Issuer the Bank (each, a "Deemed Disbursement") under such Revolving Credit all outstanding Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon . Upon notification by such Issuer the Bank to the Administrative Agent and any Revolving Credit either Borrower of its the Borrowers' obligations under this SectionSection 2A.6 (no such notification being required in the case of an Event of Default under Section 9.7 with respect to either Borrower), such Revolving Credit Borrower the Borrowers shall be immediately obligated to reimburse the aggregate amount of the Deemed Disbursements by paying the full amount thereof to the Bank prior to 10:00 a.m. Closing Office Time on the date of such Issuer Deemed Disbursement and any amount not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to the amount deemed Past Due Rate from time to have been so paid or disbursed time in effect, payable on demand. All Deemed Disbursements reimbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit either Borrower pursuant to this Section 2A.6(a) shall be held deposited into a single special depository account of the Borrower (the "Deemed Disbursement Account") maintained by the Borrowers with, and under the control of, the Bank (in New York or such other jurisdiction as collateral security for the repayment Bank and the Borrowers agree to) and titled appropriately so as to identify the nature of such Revolving Credit Borrower's obligations account. The Borrowers shall take all such action, if any, as is necessary to assure that the Bank has a perfected first priority security interest in connection with said account to the Revolving Credit Letters extent that such a security interest can be so granted and perfected in the jurisdiction in which such account is held. All of Credit issued by such Issuer. At Borrowers' right, title and interest in and to all monies at any time when in the Deemed Disbursement Account (and all Disbursement Earnings, if any, thereon) are hereby irrevocably pledged by the Borrowers to the Bank as security to secure the prompt payment to the Bank of all the Borrowers' liabilities to the Bank and to secure the performance by the Borrowers of their obligations under this Agreement; and such Revolving Credit Letters amounts may be applied to such liabilities in such order as the Bank may direct without notice to, or the consent of, either Borrower. The Borrowers shall be entitled to receive monies from the Deemed Disbursement Account only as permitted by Section 2A.6(b). The Bank shall invest the monies in the Deemed Disbursement Account in such types of investments as are agreed to by either Borrower and the Bank. (b) If any such Letter of Credit shall thereafter terminate and all Revolving Credit Obligations without the Bank being required to pay the full amount of each Issuer are either terminated or paid or reimbursed the Deemed Disbursement with respect to such Issuer in fullLetter of Credit to the beneficiary thereunder, then (unless the Revolving Credit Obligations of Loans have matured, by acceleration or otherwise, or the Revolving Credit Borrowers have failed to pay any amount then due and payable by it under this Section shall be reduced accordingly (subject, however, to reinstatement in Agreement) the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer Bank will return to the Revolving Credit Borrowers the excess, if any, of (a) the an aggregate amount deposited by equal to that portion of the Revolving Deemed Disbursement with respect to such terminated Letter of Credit Borrowers with such Issuer and not theretofore applied by such Issuer the Bank to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations with respect to such Issuer pursuant to Letter of Credit or applied by the Bank in payment of the Note or any other obligation of the Borrowers under this Section, as so adjustedAgreement or any of the Loan Documents. At such time when all Events of Default shall have been cured or waived, each Issuer the Bank shall return to either or both of the Revolving Credit Borrowers all amounts then on deposit with such 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 any Revolving Credit Borrower, as in 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerDeemed Disbursement Account.

Deemed Disbursements. (a) Upon the occurrence and during the continuation continuance of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Datewith respect to which Agent has exercised any right under Section 9, an amount equal to that portion of Revolving Credit Letter of Credit the LC Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersIssuer, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such the Issuer (each, a "Deemed Disbursement") under such Revolving Credit all outstanding Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the Issuer to the Administrative Agent and any Revolving Credit Borrower of its Borrower's obligations under this SectionSection 2A.6, such Revolving Credit Borrower shall be immediately obligated to reimburse the aggregate amount of the Deemed Disbursements to the Issuer prior to 11:00 a.m. Closing Office Time on the date of such Deemed Disbursement and any amount not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to the Past-Due Rate from time to time in effect, payable on demand; provided however, that if an Event of Default described in Section 9.8 shall occur with respect to Borrower, all results which would otherwise occur under this Section 2A.6 (a) only at the option of the Issuer, or upon notification by the Issuer to Borrower, shall occur automatically without the amount deemed giving of any such notice or the need to have been so paid or disbursed exercise any such option. All Deemed Disbursements reimbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit Borrower pursuant to this Section 2A.6(a) shall be held deposited into a special depository account (the "Deemed Disbursement Account") maintained by Borrower with, and under the control of, the Issuer and titled appropriately so as collateral security for to identify the repayment nature of such Revolving Credit account. Borrower shall take all such action, if any, as is necessary to assure that the Issuer, Agent and Lenders have a perfected first priority security interest in said account. All of Borrower's obligations right, title and interest in connection with the Revolving Credit Letters of Credit issued by such Issuer. At and to all monies at any time when in the Deemed Disbursement Account (and all earnings, if any, thereon) are hereby irrevocably pledged by Borrower to the Issuer, Agent and Lenders as security to secure the prompt payment to the Issuer, Agent and Lenders of all Borrower's liabilities to the Issuer, Agent and Lenders and to secure the performance by Borrower of its Obligations under this Agreement and the other Loan Documents; and such Revolving Credit Letters amounts may be applied to such liabilities in such order as Agent may direct without notice to, or the consent of, Borrower or any other Loan Party. Borrower shall be entitled to receive monies from the Deemed Disbursement Account only as permitted by Section 2A.6(b). The Issuer shall invest the monies in the Deemed Disbursement Account in such types of investments as are agreed to by Borrower and the Issuer. (b) If any such Letter of Credit shall thereafter terminate without the Issuer being required to pay the full amount of the Deemed Disbursement with respect to such Letter of Credit to the beneficiary thereunder, and if at the time all Revolving Credit Obligations of each Issuer Borrower (whether of performance or payment) under this Agreement or any of the other Loan Documents which are either terminated then required to be performed or paid shall have been either terminated, performed or reimbursed to such Issuer paid in full, then the Revolving Credit Obligations obligations of the Revolving Credit Borrowers Borrower under this Section 2A.6 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers Borrower the excess, if any, of (ai) the aggregate amount deposited by Borrower with the Revolving Credit Borrowers with such Issuer pursuant to this Section 2A.6 and not theretofore applied by such the Issuer to any Reimbursement Obligation or paid by the Issuer to any beneficiary of any Letter of Credit or applied by Agent or any Lender in payment of the Notes or any other Obligation of Borrower under this Agreement or any of the Loan Documents over (bii) the aggregate amount of all then-existing Reimbursement Obligations to such Issuer pursuant to this SectionObligations, as so adjustedLC Outstandings and other Deemed Disbursements. At such time when all Events of Default shall have been cured or waived, each the Issuer shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such 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 any Revolving Credit Borrower, as in 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerDeemed Disbursement Account.

Deemed Disbursements. (a) Upon the occurrence and during the continuation continuance of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Datewith respect to which Agent has exercised any right under Section 9, an amount equal to that portion of Revolving Credit Letter of Credit the LC Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from the Required Revolving Credit LendersIssuer, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such the Issuer (each, a "Deemed Disbursement") under such Revolving Credit all outstanding Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the Issuer to the Administrative Agent and any Revolving Credit Borrower of its Borrower's obligations under this SectionSection 2A.6, such Revolving Credit Borrower shall be immediately obligated to reimburse the aggregate amount of the Deemed Disbursements to the Issuer prior to 11:00 a.m. Closing Office Time on the date of such Deemed Disbursement and any amount not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to the Past-Due Rate from time to time in effect, payable on demand; provided however, that if an Event of Default described in Section 9.8 shall occur with respect to Borrower, all results which would otherwise occur under this Section 2A.6(a) only at the option of the Issuer, or upon notification by the Issuer to Borrower, shall occur automatically without the amount deemed giving of any such notice or the need to have been so paid or disbursed exercise any such option. All Deemed Disbursements reimbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit Borrower pursuant to this Section 2A.6(a) shall be held deposited into a special depository account (the "Deemed Disbursement Account") maintained by Borrower with, and under the control of, the Issuer and titled appropriately so as collateral security for to identify the repayment nature of such Revolving Credit account. Borrower shall take all such action, if any, as is necessary to assure that the Issuer, Agent and Lenders have a perfected first priority security interest in said account. All of Borrower's obligations right, title and interest in connection with the Revolving Credit Letters of Credit issued by such Issuer. At and to all monies at any time when in the Deemed Disbursement Account (and all earnings, if any, thereon) are hereby irrevocably pledged by Borrower to the Issuer, Agent and Lenders as security to secure the prompt payment to the Issuer, Agent and Lenders of all Borrower's liabilities to the Issuer, Agent and Lenders and to secure the performance by Borrower of its Obligations under this Agreement and the other Loan Documents; and such Revolving Credit Letters amounts may be applied to such liabilities in such order as Agent may direct without notice to, or the consent of, Borrower or any other Loan Party. Borrower shall be entitled to receive monies from the Deemed Disbursement Account only as permitted by Section 2A.6(b). The Issuer shall invest the monies in the Deemed Disbursement Account in such types of investments as are agreed to by Borrower and the Issuer. (b) If any such Letter of Credit shall thereafter terminate without the Issuer being required to pay the full amount of the Deemed Disbursement with respect to such Letter of Credit to the beneficiary thereunder, and if at the time all Revolving Credit Obligations of each Issuer Borrower (whether of performance or payment) under this Agreement or any of the other Loan Documents which are either terminated then required to be performed or paid shall have been either terminated, performed or reimbursed to such Issuer paid in full, then the Revolving Credit Obligations obligations of the Revolving Credit Borrowers Borrower under this Section 2A.6 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers Borrower the excess, if any, of (ai) the aggregate amount deposited by Borrower with the Revolving Credit Borrowers with such Issuer pursuant to this Section 2A.6 and not theretofore applied by such the Issuer to any Reimbursement Obligation or paid by the Issuer to any beneficiary of any Letter of Credit or applied by Agent or any Lender in payment of the Notes or any other Obligation of Borrower under this Agreement or any of the Loan Documents over (bii) the aggregate amount of all then-existing Reimbursement Obligations to such Issuer pursuant to this SectionObligations, as so adjustedLC Outstandings and other Deemed Disbursements. At such time when all Events of Default shall have been cured or waived, each the Issuer shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such 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 any Revolving Credit Borrower, as in 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerDeemed Disbursement Account.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings Liabilities attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersIssuing Bank, and without demand upon or notice to any Revolving Credit Borrowerthe Company, be deemed to have been paid or disbursed by such Issuer the Issuing Bank under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Bank to the Administrative Agent and any Revolving Credit Borrower the Company of its obligations under this Section, such Revolving Credit Borrower the Company shall be immediately obligated to reimburse such Issuer the Issuing Bank the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Issuing Bank from any Revolving Credit Borrower the Company pursuant to this Section shall be delivered by the Issuing Bank to the Agent and held as collateral security (a) first, for the repayment of such Revolving Credit Borrowerthe Company's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerand (b) second, for all other Liabilities of the Company. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving obligations of the Issuing Bank in respect of Letters of Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers Company under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Issuing Bank). Provided no Unmatured Event of Default or Event of Default then exists, and such Issuer the Issuing Bank or the Agent, as the case may be, will return to the Revolving Credit Borrowers Company the excess, if any, of of (a) the aggregate amount deposited by Borrower with the Revolving Credit Borrowers with such Issuer Issuing Bank and/or the Agent and not theretofore applied by such Issuer the Issuing Bank to any Reimbursement Obligation over OVER (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Issuing Bank pursuant to this Section, as so adjusted. At such time when all Unmatured Events of Default and Events of Default shall have been cured or waived, each Issuer the Issuing Bank shall return to the Revolving Credit Borrowers Company all amounts then on deposit with such Issuer the Issuing Bank pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount amounts equal to that portion of Revolving Credit the respective amounts undrawn and available under each Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from Administrative Agent or at the direction of the Required Revolving Credit Lenders, Banks and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit the Issuers (notwithstanding that such amount amounts may not in fact have been so paid or disbursed), ) and, upon notification by such Issuer to the Administrative Agent to the Issuers and any Revolving Credit the Borrower of its the Borrower's obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such the Administrative Agent for the benefit of each Issuer the amount deemed to have been so paid or disbursed with respect to the Letters of Credit; PROVIDED that, with respect to any such amounts deemed disbursed but not reimbursed by the Borrower to the Administrative Agent, such Issueramounts shall not be deemed to bear interest until such time as a Reimbursement Obligation with respect thereto shall arise. Any All amounts so received by such Issuer the Administrative Agent from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, To the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) extent the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Administrative Agent pursuant to this Section and not theretofore previously applied by such Issuer the Administrative Agent to any Reimbursement Obligation over exceeds the sum of (bx) the aggregate undrawn stated amounts of all Letters of Credit PLUS (y) all unpaid Reimbursement Obligations, the Administrative Agent will promptly return the amount of all Reimbursement Obligations such excess to such Issuer pursuant the Borrower (except to this Section, as so adjustedthe extent applied by the Administrative Agent to the payment of amounts then due and owing hereunder). At such time when When all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall promptly return to the Revolving Credit Borrowers Borrower all amounts amounts, including interest as described in the immediately succeeding sentence, then on deposit with such Issuer pursuant to this SectionSection with the Administrative Agent. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 SectionSECTION 2.20.08, pursuant to F.R.S. Board Regulation D), which interest shall be held by the applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Reimbursement Obligations of the Borrower in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit.

Deemed Disbursements. Upon During the occurrence and during the continuation existence of any TCIL Event of Default or the occurrence TALICC Event of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit TCIL Letter of Credit Outstandings or TALICC Letter of Credit Outstandings, as applicable, attributable to outstanding and undrawn Revolving Credit Letters of Credit issued for the account of the applicable Borrower shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any Revolving Credit such Borrower, be deemed to have been paid or disbursed by such the applicable Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit such Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit a Borrower pursuant to this Section shall be turned over to the Administrative Agent and held as collateral security for the repayment of such Revolving Credit Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations 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 Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers such Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer and, provided that no TCIL Event of Default or Unmatured TCIL Event of Default or TALICC Event of Default or Unmatured TALICC Event of Default, as applicable, exists, the Administrative Agent will return to the Revolving Credit Borrowers applicable Borrower the excess, if any, of of (a) the aggregate amount deposited by such Borrower with the Revolving Credit Borrowers with such Issuer Administrative Agent and not theretofore applied by such Issuer to any Reimbursement Obligation over of such Borrower over (b) the aggregate amount of all Reimbursement Obligations to of such Issuer Borrower over pursuant to this Section, as so adjusted. At such time when all TCIL Events of Default or TALICC Events of Default, as applicable, shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers applicable Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All To the extent any amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit the applicable 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 requirementsinterest, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which such interest shall be held by the applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations such Borrower’s Liabilities in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shalloutstanding on the Commitment Termination Date (and not returned undrawn to the Issuer by the beneficiaries thereof on or prior to the Commitment Termination Date) shall automatically, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such the Issuer under such Revolving Credit the Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to and the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such the Issuer the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so received by such the Issuer from any Revolving Credit the Borrower pursuant to this Section 4.7 shall be held as collateral security for the repayment of such Revolving Credit the Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit issued by such the Issuer. At any time when any such Revolving Credit Letters Letter of Credit shall terminate and all Revolving Credit Obligations liabilities of each the Issuer thereunder are either terminated or paid or reimbursed to such the Issuer in full, the Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers Borrower under this Section 4.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any such Revolving Credit Letters Letter of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) Borrower the aggregate amount deposited by the Revolving Borrower with the Issuer in respect of such Letter of Credit Borrowers with such Issuer and not theretofore applied by such the Issuer to any Reimbursement Obligation over (b) the aggregate amount arising from such Letter of Credit, together with all Reimbursement Obligations to such Issuer earnings thereon pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such Issuer pursuant to this Sectionimmediately succeeding sentence. All amounts on deposit pursuant to this Section 4.7 shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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)effect, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations Liabilities in connection with the Revolving Credit Letters of Credit issued by such the Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any the Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any the Revolving Credit Borrower of its obligations under this Section, such the Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer pay to the Administrative Agent, the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Administrative Agent from any the Revolving Credit Borrower pursuant to this Section SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of such the Revolving Credit Borrower's obligations Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when Issuer and, subject to the prior payment of such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullObligations, the Revolving Credit other Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subjectBorrower. The Revolving Borrower hereby assigns and pledges to the Administrative Agent, howeverfor the benefit of the applicable Issuer, and hereby grants to reinstatement the Administrative Agent, for the benefit of the applicable Issuer, a security interest in the event and lien upon such account and all deposits in such account, all investments arising out of such funds, all claims thereunder or in connection therewith and all cash, securities, rights and other property at any payment time and from time to time received, receivable or otherwise distributed in respect of such Revolving Credit Letters of Credit is recovered in any manner from account, such Issuer), and funds or such Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 adjustedinvestments. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to any the Revolving Credit 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 applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerObligations.

Deemed Disbursements. Upon (a) the occurrence of any Commitment Termination Event of the type described in clause (c) of the definition of "Commitment Termination Event", (b) the occurrence and during the continuation of any event or condition specified in Section 9.1.6, or (c) the occurrence and during the continuance of any other Event of Default or Default, in the occurrence case of clause (c), upon the request of the Revolving I Credit Commitment Termination Date, Required Lenders, (i) an amount equal to that portion of Revolving Credit (x) Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit and (y) Acceptance Obligations attributable to outstanding and unmatured Acceptances shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer the Fronting Bank under such Revolving Credit Letters of Credit or Acceptances, as the case may be, (notwithstanding that such amount may not in fact have been so paid or disbursed), ; and, (ii) upon notification by such Issuer the Fronting Bank to the Administrative Agent and any Revolving Credit the U.S. Borrower of its obligations under this Section, such Revolving Credit Borrower the Borrowers shall be immediately obligated to reimburse such Issuer the Fronting Bank the amount deemed to have been so paid or disbursed by such Issuerthe Fronting Bank; provided, that each Foreign Borrower and Authentic Fitness (HK) shall only be obligated to reimburse the Fronting Bank for amounts deemed to have been disbursed under Letters of Credit issued for its account. Any amounts so received by such Issuer the Fronting Bank from any Revolving Credit Borrower the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations Obligations in connection with with, as applicable, the Revolving Credit Letters of Credit issued and the Acceptances created by such Issuerthe Fronting Bank. At any time when such Revolving Credit Letters of Credit shall terminate terminate, such Acceptances mature and are paid and all Revolving Credit Obligations of each Issuer the Fronting Bank are either terminated or paid or reimbursed to such Issuer the Fronting Bank in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit or Acceptances is recovered in any manner from such Issuerthe Fronting Bank), and such Issuer the Fronting Bank will return to the Revolving Credit Borrowers applicable Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Fronting Bank and not theretofore applied by such Issuer the Fronting Bank to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Fronting Bank pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Fronting Bank shall return to the Revolving Credit Borrowers applicable Borrower all amounts then on deposit with such Issuer pursuant to this Section. All amounts on deposit the Fronting Bank pursuant to this Section shall, until their application together with an additional amount in Dollars computed by applying to any Reimbursement Obligation or their return the amount so returned to any Revolving Credit Borrower, as the case may be, bear interest at the daily average Federal Funds Rate applicable Borrower from time to time in effect (net of a per annum rate equal to 3% less than 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 Alternate Base Rate. Such additional amount shall be held calculated daily on the basis of a 360 day year for the actual number of days elapsed from and including the date of payment to the Fronting Bank by the applicable Issuer as additional collateral security for Borrower to (but not including) the repayment date of return to the Revolving Credit Obligations in connection with the Revolving Credit Letters applicable Borrower of Credit issued by such Issueramounts.

Deemed Disbursements. Upon (a) the occurrence of any Commitment Termination Event of the type described in clause (c) of the definition of "Commitment Termination Event", (b) the occurrence and during the continuation of any event or condition specified in clause (f) of Section 6.01 of the Restated Credit Agreement, or (c) the occurrence and during the continuance of any other Event of Default or Default, in the occurrence case of clause (c), upon the request of the Revolving I Credit Commitment Termination Date, Required Lenders, (i) an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shallwill, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Fronting Bank under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), ; and, (ii) upon notification by such Issuer the Fronting Bank to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall will be immediately obligated to reimburse such Issuer the Fronting Bank the amount deemed to have been so paid or disbursed by such Issuerthe Fronting Bank. Any amounts so received by such Issuer the Fronting Bank from any Revolving Credit the Borrower pursuant to this Section shall will be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Fronting Bank. At any time when such Revolving Credit Letters of Credit shall will terminate and are paid and all Revolving Credit Obligations of each Issuer the Fronting Bank are either terminated or paid or reimbursed to such Issuer the Fronting Bank in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall will be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Fronting Bank), and such Issuer the Fronting Bank will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Fronting Bank and not theretofore applied by such Issuer the Fronting Bank to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Fronting Bank pursuant to this Section, as so adjusted. At such time when all Events of Default shall will have been cured or waived, each Issuer shall the Fronting Bank will return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer pursuant to this Section. All amounts on deposit the Fronting Bank pursuant to this Section shall, until their application together with an additional amount in Dollars computed by applying to any Reimbursement Obligation or their return the amount so returned to any Revolving Credit Borrower, as the case may be, bear interest at the daily average Federal Funds Rate Borrower from time to time in effect (net a per annum rate equal to 3% less than the Alternate Base Rate. Such additional amount will be calculated daily on the basis of a 360 day year for the costs actual number of any reserve requirements, in respect days elapsed from and including the date of amounts on deposit pursuant payment to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held the Fronting Bank by the applicable Issuer as additional collateral security for Borrower to (but not including) the repayment date of return to the Revolving Credit Obligations in connection with the Revolving Credit Letters Borrower of Credit issued by such Issueramounts.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Restatement Effective Date or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any the Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any the Revolving Credit Borrower of its obligations under this Section, such the Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer pay to the Administrative Agent, the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Administrative Agent from any the Revolving Credit Borrower pursuant to this Section SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of such the Revolving Credit Borrower's obligations Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when Issuer and, subject to the prior payment of such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullObligations, the Revolving Credit other Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subjectBorrower. The Revolving Borrower hereby assigns and pledges to the Administrative Agent, howeverfor the benefit of the applicable Issuer, and hereby grants to reinstatement the Administrative Agent, for the benefit of the applicable Issuer, a security interest in the event and lien upon such account and all deposits in such account, all investments arising out of such funds, all claims thereunder or in connection therewith and all cash, securities, rights and other property at any payment time and from time to time received, receivable or otherwise distributed in respect of such Revolving Credit Letters of Credit is recovered in any manner from account, such Issuer), and funds or such Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 adjustedinvestments. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to any the Revolving Credit 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 applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerObligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such the applicable Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Lender or the Issuer), and such Issuer the Lender will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation overOVER (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit the Borrower, as the case may be, bear interest for the Borrower's account 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 applicable Issuer Lender as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. Upon During the occurrence and during the continuation existence of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit issued for the account of the applicable Borrower shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any Revolving Credit such Borrower, be deemed to have been paid or disbursed by such the applicable Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit such Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit a Borrower pursuant to this Section shall be turned over to the Administrative Agent and held as collateral security for the repayment of such Revolving Credit Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations 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 Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers such Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer and, provided that no Event of Default or Unmatured Event of Default or Event of Default or Unmatured Event of Default, as applicable, exists, the Administrative Agent will return to the Revolving Credit Borrowers the excess, if any, of of (a) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Administrative Agent and not theretofore applied by such Issuer to any Reimbursement Obligation over of the Borrowers over (b) the aggregate amount of all Reimbursement Obligations to such Issuer of the Borrowers over pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All To the extent any amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit Borrower, 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 requirementsinterest, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which such interest shall be held by the applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations Borrowers’ Liabilities in connection with the Revolving Credit Letters of Credit issued by such IssuerCredit.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersLender, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and any Revolving Credit Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such the applicable Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer to the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such the Lender or the Issuer), and such Issuer the Lender will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation overObligation (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit the Borrower, as the case may be, bear interest for the Borrower's account 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 applicable Issuer Lender as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerthe Lender.

Deemed Disbursements. (a) Upon the occurrence of any Event of Default under Section 9.7 (with respect to the Borrower) and, at the option of the Agent acting on instructions of the Required Banks, upon the occurrence and during the continuation continuance of any other Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit the LC Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such the Issuer (each, a "Deemed Disbursement") under such Revolving Credit all outstanding Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon ) in the respective currencies in which such Letters of Credit are denominated. Upon notification by such Issuer the Agent to the Administrative Agent and any Revolving Credit Borrower of its obligations under this SectionSection 2A.6 (no such notification being required in the case of an Event of Default under Section 9.7 with respect to the Borrower), such Revolving Credit the Borrower shall be immediately obligated to reimburse the aggregate amount of the Deemed Disbursements (in the same currencies as comprising the Deemed Disbursements) by paying the full amount thereof to the Agent for the account of the Issuer prior to 10:00 a.m. Closing Office Time on the date of such Deemed Disbursement and any amount not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to 1% plus (x) the Base Rate (UK) from time to time in effect with respect to Deemed Disbursements payable in Sterling, or (y) the Base Rate (US) from time to time in effect with respect to Deemed Disbursements payable in Dollars, in each case payable on demand. The Issuer shall convert any such Deemed Disbursements which are not denominated in Dollars into a Deemed Disbursement payable in Dollars computed at the amount deemed to have been so paid or disbursed applicable Spot Rate in effect at the time of such conversion. All Deemed Disbursements reimbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit the Borrower pursuant to this Section 2A.6(a) shall be held deposited into a single special depository account of the Borrower (the "Deemed Disbursement Account") maintained by the Borrower with, and under the control of, the Agent (in New York or such other jurisdiction as collateral the Agent and the Borrower agree to) and titled appropriately so as to identify the nature of such account. The Borrower shall take all such action, if any, as is necessary to assure that the Agent has a perfected first priority security interest in said account to the extent that such a security interest can be so granted and perfected in the jurisdiction in which such account is held. All of the Borrower's right, title and interest in and to all monies at any time in the Deemed Disbursement Account (and all Disbursement Earnings, if any, thereon) are hereby irrevocably pledged by the Borrower to the Agent for the repayment benefit of such Revolving Credit itself, the Issuer and the Banks as security to secure the prompt payment to the Agent, the Issuer and the Banks of all the Borrower's liabilities to the Agent, the Issuer and the Banks and to secure the performance by the Borrower of its obligations under this Agreement; and such amounts may be applied to such liabilities in connection with such order as the Revolving Credit Letters Agent may direct without notice to, or the consent of Credit issued the Borrower. The Borrower shall be entitled to receive monies from the Deemed Disbursement Account only as permitted by Section 2A.6(b). The Agent shall invest the monies in the Deemed Disbursement Account in such Issuer. At types of investments as are agreed to by the Borrower and the Agent. (b) If any time when such Revolving Credit Letters Letter of Credit shall thereafter terminate and all Revolving Credit Obligations without the Issuer being required to pay the full amount of each Issuer are either terminated or paid or reimbursed the Deemed Disbursement with respect to such Issuer in fullLetter of Credit to the beneficiary thereunder, then (unless the Revolving Credit Obligations of Loans have matured, by acceleration or otherwise, or the Revolving Credit Borrowers Borrower has failed to pay any amount then due and payable by it under this Section shall be reduced accordingly (subject, however, to reinstatement in Agreement) the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer Agent will return to the Revolving Borrower an amount equal to that portion of the Deemed Disbursement with respect to such terminated Letter of Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer and not theretofore applied by such Issuer the Agent to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations with respect to such Issuer pursuant to Letter of Credit or applied by the Agent in payment of the Notes or any other obligation of the Borrower under this Section, as so adjustedAgreement or any of the Loan Documents. At such time when all Events of Default shall have been cured or waived, each Issuer the Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer pursuant in the Deemed Disbursement Account. Any amounts required to this Section. All amounts on deposit be returned by the Agent pursuant to this Section shall, until their application to any Reimbursement Obligation 2A.6 shall be made in the same currency in which such deposit was made or their return to any Revolving Credit Borrower, as the case may be, bear interest at Borrower and 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerAgent otherwise agree.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer Issuer, acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit the Borrower pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each to such Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Revolving Credit Borrowers Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with 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 when all Events of Default shall have been cured or waived, each such Issuer shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such 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 any Revolving Credit 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 applicable such Issuer as additional collateral security for the repayment of the Revolving Credit Borrower's Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence declaration by the Administrative Agent that all Advances are immediately due and during the continuation of any Event of Default payable or are due and payable on demand pursuant to Section 11.2 or the occurrence of the Revolving I Credit Commitment Termination Maturity Date, an amount equal to that any portion of Revolving Credit an outstanding and undrawn Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters or Letter of Credit Guarantee shall, at the election of the applicable L/C Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any the Revolving Credit BorrowerFacility Borrowers, be deemed to have been paid or disbursed by such the L/C Issuer under such Revolving Credit Letters Letter of Credit or Letter of Guarantee (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the L/C Issuer to the Administrative Agent and any the applicable Revolving Credit Facility Borrower of its obligations under this SectionSection 2.10(9), such Revolving Credit Facility Borrower shall be immediately obligated to reimburse such the L/C Issuer for the amount deemed to have been so paid or disbursed by such the L/C Issuer. Any amounts so received by such the L/C Issuer from any such Revolving Credit Facility Borrower pursuant to this Section 2.10(9) shall be held in an interest bearing account with the L/C Issuer as collateral security for the repayment of such Revolving Credit Facility Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit or Letters of Guarantee issued by such the L/C Issuer. At any time when such Revolving Credit Letters of Credit or Letters of Guarantee shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullbe reduced, the Revolving Credit Obligations obligations of the Revolving Credit Facility Borrowers under this Section 2.10(9) shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit or Letters of Guarantee is recovered in any manner from such the L/C Issuer), and such the L/C Issuer will return to the applicable Revolving Credit Borrowers Facility Borrower the excessamount, if any, of by which (ai) the aggregate amount deposited by such Revolving Facility Borrower with the Revolving Credit Borrowers L/C Issuer together with such Issuer and not theretofore accrued interest thereon; (ii) exceeds the amount applied by such the L/C Issuer to any Reimbursement Obligation over (b) of such Revolving Facility Borrower less the aggregate amount of all Reimbursement Obligations to of such Issuer Revolving Facility Borrower. If, pursuant to this SectionSection 11.2, as so adjusted. At 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 when all Events of Default shall have been cured or waived, each the L/C Issuer shall return to the applicable Revolving Credit Borrowers Facility Borrower all amounts then on deposit with such L/C 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 any Revolving Credit 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 D2.10(9), which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon the occurrence declaration by the Administrative Agent that all Advances are immediately due and during the continuation of any Event of Default payable or are due and payable on demand pursuant to Section 11.2 or the occurrence of the Revolving I Credit Commitment Termination Maturity Date, an amount equal to that any portion of Revolving Credit an outstanding and undrawn Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters or Letter of Credit Guarantee shall, at the election of the applicable L/C Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any the Revolving Credit BorrowerFacility Borrowers, be deemed to have been paid or disbursed by such the L/C Issuer under such Revolving Credit Letters Letter of Credit or Letter of Guarantee (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the L/C Issuer to the Administrative Agent and any the applicable Revolving Credit Facility Borrower of its obligations under this SectionSection 2.10(9), such Revolving Credit Facility Borrower shall be immediately obligated to reimburse such the L/C Issuer for the amount deemed to have been so paid or disbursed by such the L/C Issuer. Any amounts so received by such the L/C Issuer from any such Revolving Credit Facility Borrower pursuant to this Section 2.10(9) shall be held in an interest bearing account with the L/C Issuer as collateral security for the repayment of such Revolving Credit Facility Borrower's obligations in connection with the Revolving Credit Letters of Credit or Letters of Guarantee issued by such the L/C Issuer. At any time when such Revolving Credit Letters of Credit or Letters of Guarantee shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullbe reduced, the Revolving Credit Obligations obligations of the Revolving Credit Facility Borrowers under this Section 2.10(9) shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit or Letters of Guarantee is recovered in any manner from such the L/C Issuer), and such the L/C Issuer will return to the applicable Revolving Credit Borrowers Facility Borrower the excessamount, if any, of by which (ai) the aggregate amount deposited by such Revolving Facility Borrower with the Revolving Credit Borrowers L/C Issuer together with such Issuer and not theretofore accrued interest thereon; (ii) exceeds the amount applied by such the L/C Issuer to any Reimbursement Obligation over (b) of such Revolving Facility Borrower less the aggregate amount of all Reimbursement Obligations to of such Issuer Revolving Facility Borrower. If, pursuant to this SectionSection 11.2, as so adjusted. At 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 when all Events of Default shall have been cured or waived, each the L/C Issuer shall return to the applicable Revolving Credit Borrowers Facility Borrower all amounts then on deposit with such L/C 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 any Revolving Credit 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 D2.10(9), which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon During the occurrence and during the continuation existence of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination DateDefault, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit issued for the account of the applicable Borrower shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Majority Lenders, and without demand upon or notice to any Revolving Credit such Borrower, be deemed to have been paid or disbursed by such the applicable Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit such Borrower of its obligations under this Section, such Revolving Credit Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from any Revolving Credit a Borrower pursuant to this Section shall be turned over to the Administrative Agent and held as collateral security for the repayment of such Revolving Credit Borrower's ’s obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations 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 Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers such Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuer), and such Issuer and, provided that no Event of Default or Unmatured Event of Default or Event of Default or Unmatured Event of Default, as applicable, exists, the Administrative Agent will return to the Revolving Credit Borrowers the excess, if any, of of (a) the aggregate amount deposited by the Revolving Credit Borrowers with such Issuer the Administrative Agent and not theretofore applied by such Issuer to any Reimbursement Obligation over of the Borrowers over (b) the aggregate amount of all Reimbursement Obligations to such Issuer of the Borrowers over pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All To the extent any amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit Borrower, 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 requirementsinterest, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which such interest shall be held by the applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.additional

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer pay to the Administrative Agent, the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Administrative Agent from any Revolving Credit the Borrower pursuant to this Section SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of such Revolving Credit the Borrower's obligations Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer. At any time when Issuer and, subject to the prior payment of such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in fullObligations, the Revolving Credit other Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subjectBorrower. The Borrower hereby assigns and pledges to the Administrative Agent, howeverfor the benefit of the applicable Issuer, and hereby grants to reinstatement the Administrative Agent, for the benefit of the applicable Issuer, a security interest in the event and lien upon such account and all deposits in such account, all investments arising out of such funds, all claims thereunder or in connection therewith and all cash, securities, rights and other property at any payment time and from time to time received, receivable or otherwise distributed in respect of such Revolving Credit Letters of Credit is recovered in any manner from account, such Issuer), and funds or such Issuer will return to the Revolving Credit Borrowers the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 adjustedinvestments. At such time when all Events of Default shall have been cured or waived, each Issuer the Administrative Agent shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to any Revolving Credit 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 applicable Issuer Administrative Agent as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such IssuerObligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving I Credit Commitment Termination Date, an amount equal to that portion of Revolving Credit Letter of Credit Outstandings Liabilities attributable to outstanding and undrawn Revolving Credit Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit LendersIssuing Lender, and without demand upon or notice to any Revolving Credit the Borrower, be deemed to have been paid or disbursed by such Issuer the Issuing Lender under such Revolving Credit Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Lender to the Administrative Agent and any Revolving Credit the Borrower of its obligations under this Section, such Revolving Credit the Borrower shall be immediately obligated to reimburse such Issuer the Issuing Lender the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Issuing Lender from any Revolving Credit the Borrower pursuant to this Section shall be delivered by the Issuing Lender to the Agent and held as collateral security (a) first, for the repayment of such Revolving Credit the Borrower's obligations in connection with the Revolving Credit Letters of Credit issued by such Issuerand (b) second, for all other Liabilities of the Borrower. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving obligations of the Issuing Lender in respect of Letters of Credit Obligations of each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Revolving Credit Obligations Liabilities of the Revolving Credit Borrowers Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit is recovered in any manner from such Issuerthe Issuing Lender). Provided no Event of Default then exists, and such Issuer the Issuing Lender or the Agent, as the case may be, will return to the Revolving Credit Borrowers Borrower the excess, if any, of of (a) the aggregate amount deposited by the Revolving Credit Borrowers Borrower with such Issuer the Issuing Lender and/or the Agent and not theretofore applied by such Issuer the Issuing Lender to any Reimbursement Obligation over over (b) the aggregate amount of all Reimbursement Obligations to such Issuer the Issuing Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, each Issuer the Issuing Lender shall return to the Revolving Credit Borrowers Borrower all amounts then on deposit with such Issuer the Issuing Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.

Deemed Disbursements. Upon (a) the occurrence of any Commitment Termination Event of the type described in clause (c) of the definition of "Commitment Termination Event", (b) the occurrence and during the continuation of any event or condition specified in Section 9.1.6, or (c) the occurrence and during the continuance of any other Event of Default or Default, in the occurrence case of clause (c), upon the request of the Revolving I Credit Commitment Termination Date, Required Lenders, (i) an amount equal to that portion of Revolving Credit (x) Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Credit Letters of Credit and (y) Acceptance Obligations attributable to outstanding and unmatured Acceptances shall, at the election of the applicable Issuer acting on instructions from the Required Revolving Credit Lenders, and without demand upon or notice to any Revolving Credit Borrower, be deemed to have been paid or disbursed by such Issuer the Fronting Bank under such Revolving Credit Letters of Credit or Acceptances, as the case may be, (notwithstanding that such amount may not in fact have been so paid or disbursed), ; and, (ii) upon notification by such Issuer the Fronting Bank to the Administrative Agent and any Revolving Credit the U.S. Borrower of its obligations under this Section, such Revolving Credit Borrower the Borrowers shall be immediately obligated to reimburse such Issuer the Fronting Bank the amount deemed to have been so paid or disbursed by such Issuerthe Fronting Bank; provided, that each Foreign Borrower shall only be obligated to reimburse the Fronting Bank for amounts deemed to have been disbursed under Letters of Credit issued for its account. Any amounts so received by such Issuer the Fronting Bank from any Revolving Credit Borrower the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's obligations Obligations in connection with with, as applicable, the Revolving Credit Letters of Credit issued and the Acceptances created by such Issuerthe Fronting Bank. At any time when such Revolving Credit Letters of Credit shall terminate terminate, such Acceptances mature and are paid and all Revolving Credit Obligations of each Issuer the Fronting Bank are either terminated or paid or reimbursed to such Issuer the Fronting Bank in full, the Revolving Credit Obligations of the Revolving Credit Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Revolving Credit Letters of Credit or Acceptances is recovered in any manner from such Issuerthe Fronting Bank), and such Issuer the Fronting Bank will return to the Revolving Credit Borrowers applicable Borrower the excess, if any, of (a) the aggregate amount deposited by the Revolving Credit Borrowers with 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 when all Events of Default shall have been cured or waived, each Issuer shall return to the Revolving Credit Borrowers all amounts then on deposit with such 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 any Revolving Credit 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 applicable Issuer as additional collateral security for the repayment of the Revolving Credit Obligations in connection with the Revolving Credit Letters of Credit issued by such Issuer.