Common use of Deemed Disbursements Clause in Contracts

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such 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 the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to the Administrative Agent, the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent from the Borrower pursuant to this SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations in connection with the Letters of Credit issued by such Issuer and, subject to the prior payment of such Obligations, the other Obligations of the Borrower. The Borrower hereby assigns and pledges to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investments. At such time when all Events of Default shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default after the Collateral Release Date pursuant to Section 8.1.9 or the occurrence of the Commitment Termination DateDate or (ii) the declaration by the Administrative 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 Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such 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 the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to the Administrative Agent, reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent such Issuer from the Borrower pursuant to this SECTION 4.7 Section shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations ’s obligations in connection with the Letters of Credit issued by such Issuer andIssuer. All amounts on deposit pursuant to this Section 2.7.7 shall, subject until their application to any Obligation or their return to the prior payment Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such Obligationsinvestments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the other Obligations of the Borrower. The Borrower hereby assigns and pledges under this Section shall be reduced accordingly (subject, however, to reinstatement in the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of such accountLetters of Credit is recovered in any manner from such Issuer), and such funds or Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such investmentsIssuer 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, if the Administrative Agent Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with the Administrative Agent such Issuer pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn 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 Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such the Issuer under such 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 the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to reimburse the Administrative Agent, Issuer the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so received by the Administrative Agent Issuer from the Borrower pursuant to this SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations obligations in connection with the Letters of Credit issued by the Issuer. At any time when any such Letter of Credit shall terminate and all liabilities of the Issuer and, subject thereunder are either terminated or paid or reimbursed to the prior payment of such ObligationsIssuer in full, the other Obligations Liabilities of the Borrower. The Borrower hereby assigns under this SECTION 4.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any such Letter of Credit is recovered in any manner from the Issuer), and pledges the Issuer will return to the Administrative Agent, for Borrower the benefit of aggregate amount deposited by the applicable Issuer, and hereby grants to Borrower with the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 time and from time to time received, receivable or otherwise distributed Issuer in respect of such accountLetter of Credit and not theretofore applied by the Issuer to any Reimbursement Obligation arising from such Letter of Credit, such funds or such investments. At such time when together with all Events of Default shall have been cured or waived, the Administrative Agent shall return earnings thereon pursuant to the Borrower all amounts then on deposit with the Administrative Agent 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 other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D)effect, which interest shall be held by the Administrative Agent Issuer as additional collateral security for the repayment of the ObligationsLiabilities in connection with the Letters of Credit issued by the Issuer.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after under Section 8.1.5 or upon notification by the Collateral Release Date Administrative Agent (acting on its own or the occurrence of the Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election direction of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice ) to the Borrower, be deemed to have been paid or disbursed by such Issuer under such 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 the Borrower of its obligations under this Section, 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 pay provide such amounts to be held as cash collateral. Amounts payable by the 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 amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by name of the Administrative Agent from and for the Borrower pursuant to this SECTION 4.7 shall be benefit of the Secured Parties, and held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations in connection with the Letters of Credit issued by such Issuer and, subject to the prior payment of such Obligations, the other Obligations of the Borrower. The Borrower hereby assigns and pledges to the Administrative Agenteach Designated Borrower, for the benefit of the applicable Issuerrespectively, and hereby grants to the Administrative Agent, for the benefit of the applicable IssuerIssuer and the Lenders, a an exclusive first priority and continuing perfected security interest in and lien upon Lien on such account and all deposits cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments arising out of purchased with funds deposited in such fundsaccount, all claims thereunder or in connection therewith and all interest, dividends, cash, securitiesinstruments, rights financial assets and other property at any time and Property from time to time received, receivable or otherwise distributed payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The obligation of the Borrower and each Designated Borrower, respectively, to deposit amounts pursuant to this Section 2.6.4 shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit 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 funds or deposit shall accumulate in such investmentsaccount. At 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 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, waived the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shallsection (including accrued interest, until their application to any Reimbursement Obligation or other Obligation or their return if any, thereon) that have not been applied to the 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 the Administrative Agent as additional collateral security for the repayment of Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon During the occurrence and during the continuation existence of any TCIL Event of Default after the Collateral Release Date or the occurrence TALICC Event of the Commitment Termination DateDefault, an amount equal to that portion of TCIL Letter of Credit Outstandings or TALICC Letter of Credit Outstandings, as applicable, attributable to outstanding and undrawn 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 Majority Lenders, and without demand upon or notice to the such Borrower, be deemed to have been paid or disbursed by such the applicable Issuer under such 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 the such Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to pay to the Administrative Agent, reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent such Issuer from the a Borrower pursuant to this SECTION 4.7 Section shall be held by turned over to the Administrative Agent in a segregated account and held as collateral security for the repayment of the such Borrower's Obligations ’s obligations in connection with the Letters of Credit issued by such Issuer. At any time when such Letters of Credit shall terminate and all liabilities of each Issuer andwith respect to Letters of Credit issued by it are either terminated or paid or reimbursed to such Issuer in full, subject to the prior payment Liabilities of such ObligationsBorrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the other Obligations of the Borrower. The Borrower hereby assigns and pledges to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of such accountLetters of Credit is recovered in any manner from 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 applicable Borrower the excess, if any, of (a) the aggregate amount deposited by such funds or Borrower with the Administrative Agent and not theretofore applied to any Reimbursement Obligation of such investmentsBorrower over (b) the aggregate amount of all Reimbursement Obligations of such 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, the Administrative Agent shall return to the applicable Borrower all amounts then on deposit with 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 other Obligation or their return to 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 Administrative Agent as additional collateral security for the repayment of such Borrower’s Liabilities in connection with the ObligationsLetters of Credit.

Deemed Disbursements. Upon either (i) the occurrence and -------------------- during the continuation of any an Event of Default after the Collateral Release Date pursuant to Section 8.1.9 or the ------------- occurrence of the Revolving 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 Letter of Credit Outstandings ----------- attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such 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 the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to the Administrative Agent, reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent such Issuer from the Borrower pursuant to this SECTION 4.7 Section shall be delivered to the Agent to be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's obligations in connection with the Letters of Credit. All amounts on deposit pursuant to this Section 2.8.7 shall, until their application to any ------------- Obligation or their return to the Borrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Agent and designated by the Borrower, which investments shall be held by the Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit issued by such Issuer andand all other Obligations. Any losses, subject to the prior payment net of earnings, and reasonable fees and expenses of such Obligationsinvestments shall be charged against the principal amount invested. The Agent, the Issuer and the Lenders shall not be liable for any loss resulting from any investment made by the Agent at the Borrower's request. The Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to each Issuer in full, the Obligations of the Borrower. The Borrower hereby assigns and pledges under this Section 2.8.7 shall be reduced ------------- accordingly (subject, however, to reinstatement in the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of any of such accountLetters of Credit is recovered in any manner from such Issuer), such funds or such investmentsand the Agent will return to the Borrower the excess, if any, of the aggregate amount held by the Agent and not theretofore applied to any Reimbursement Obligation. At such time when all Events of Default shall have been cured or waived, if the Administrative Revolving Period Commitment Termination Date shall not have occurred for any reason, the Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this SectionSection 2.8.7. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Obligations.-------------

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default after the Collateral Release Date or the occurrence C:\84862\12960\0018.01F 12960.0018 970729 13:27 of the Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings Liabilities attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required LendersIssuing Lender, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer the Issuing Lender under such 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 the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to reimburse the Administrative Agent, Issuing Lender the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent Issuing Lender from the Borrower pursuant to this SECTION 4.7 Section shall be held delivered by the Administrative Issuing Lender to the Agent in a segregated account and held as collateral security (a) first, for the repayment of the Borrower's Obligations obligations in connection with the Letters of Credit issued by and (b) second, for all other Liabilities of Borrower. At any time when such Issuer and, subject to Letters of Credit shall terminate and all obligations of the prior payment Issuing Lender in respect of such ObligationsLetters of Credit are either terminated or paid or reimbursed in full, the other Obligations Liabilities of Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the Borrower. The Borrower hereby assigns and pledges to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of such accountLetters of Credit is recovered in any manner from the Issuing Lender). Provided no Unmatured Event of Default or Event of Default then exists, such funds the Issuing Lender or such investmentsthe Agent, as the case may be, will return to Borrower the excess, if any, of (a) the aggregate amount deposited by Borrower with the Issuing Lender and/or the Agent and not theretofore applied by the Issuing Lender to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement ---- Obligations to 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, the Administrative Agent Issuing Lender shall return to the Borrower all amounts then on deposit with the Administrative Agent Issuing Lender 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 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 Administrative Agent as additional collateral security for the repayment of the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Commitment Termination DateDefault, an amount amounts equal to that portion of the respective amounts undrawn and available under each Letter of Credit Outstandings attributable to outstanding and undrawn 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 Lenders, Banks and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such 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 the Borrower of its the Borrower's obligations under this Section, the Borrower shall be immediately obligated to pay to reimburse the Administrative Agent, 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 the Administrative Agent from the Borrower pursuant to this SECTION 4.7 Section shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations obligations in connection with the Letters of Credit. To the extent the aggregate amount deposited by the Borrower with the Administrative Agent pursuant to this Section and not previously applied by the Administrative Agent to any Reimbursement Obligation exceeds the sum of (x) the aggregate undrawn stated amounts of all Letters of Credit issued by such Issuer and, subject to the prior payment of such PLUS (y) all unpaid Reimbursement Obligations, the other Obligations Administrative Agent will promptly return the amount of the Borrower. The Borrower hereby assigns and pledges such excess to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants Borrower (except to the extent applied by the Administrative Agent, for Agent to the benefit payment of the applicable Issuer, a security interest in amounts then due 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 time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investmentsowing hereunder). At such time when When all Events of Default shall have been cured or waived, the Administrative Agent shall promptly return to the Borrower all amounts amounts, including interest as described in the immediately succeeding sentence, then on deposit pursuant to this Section with the Administrative Agent pursuant to this SectionAgent. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this SectionSECTION 2.20.08, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Administrative Agent as additional collateral security for the repayment of the ObligationsReimbursement Obligations of the Borrower in connection with the Letters of Credit.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default after the Collateral Release Date or the occurrence of the Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer the Lender under such 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 the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to pay to reimburse the Administrative Agent, Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by the Administrative Agent Lender from the Borrower pursuant to this SECTION 4.7 Section shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower's Obligations obligations in connection with the Letters of Credit issued by the applicable Issuer. At any time when such Issuer and, subject Letters of Credit shall terminate and all Obligations to the prior payment of such ObligationsLender are either terminated or paid or reimbursed to the Lender in full, the other Obligations of the Borrower. The Borrower hereby assigns and pledges under this Section shall be reduced accordingly (subject, however, to reinstatement in the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of such accountLetters of Credit is recovered in any manner from the Lender or the Issuer), such funds or such investmentsand the Lender will return to the Borrower the excess, if any, of (ai the aggregate amount deposited by the Borrower with the Lender and not theretofore applied by the Lender to any Reimbursement Obligation (bi the aggregate amount of all Reimbursement Obligations to the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, the Administrative Agent Lender shall return to the Borrower all amounts then on deposit with the Administrative Agent Lender 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 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 Administrative Agent Lender as additional collateral security for the repayment of the ObligationsBorrower's Obligations in connection with the Letters of Credit issued by the Lender.

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 after the Collateral Release Date or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit the LC Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the either Borrower, be deemed to have been paid or disbursed by such Issuer the Bank (each, a "Deemed Disbursement") under such 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 the 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), the Borrower Borrowers shall be immediately obligated to pay reimburse the aggregate amount of the Deemed Disbursements by paying the full amount thereof to the Administrative Agent, Bank prior to 10:00 a.m. Closing Office Time on the date of such Deemed Disbursement and any amount deemed to have been not so paid or disbursed by such Issuer. Any amounts so received by the Administrative Agent from the Borrower pursuant to this SECTION 4.7 reimbursed shall be held by the Administrative Agent in accrue interest (after as well as before judgment) at a segregated account as collateral security for the repayment of the Borrower's Obligations in connection with the Letters of Credit issued by such Issuer and, subject rate per annum equal to the prior payment of such Obligations, the other Obligations of the Borrower. The Borrower hereby assigns and pledges to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investments. At such time when all Events of Default shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Past Due Rate from time to time in effect (net of the costs of any reserve requirementseffect, in respect of amounts payable on deposit demand. All Deemed Disbursements reimbursed by either Borrower pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest Section 2A.6(a) shall be held deposited into a single special depository account of the Borrower (the "Deemed Disbursement Account") maintained by the Administrative Agent Borrowers with, and under the control of, the Bank (in New York or such other jurisdiction as additional collateral the Bank and the Borrowers agree to) and titled appropriately so as to identify the nature of such account. The Borrowers shall take all such action, if any, as is necessary to assure that the Bank has a perfected first priority security for interest in said account to the repayment extent that such a security interest can be so granted and perfected in the jurisdiction in which such account is held. All of Borrowers' right, title and interest in and to all monies at any time in the ObligationsDeemed 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 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.

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 after the Collateral Release Date payable or are due and payable on demand pursuant to Section 11.2 or the occurrence of the Commitment Termination Maturity Date, an amount equal to that any portion of an outstanding and undrawn Letter of Credit Outstandings attributable to outstanding and undrawn Letters or Letter of Credit Guarantee shall, at the election of the applicable L/C Issuer acting on instructions from the Required Majority Lenders, and without demand upon or notice to the BorrowerRevolving Facility Borrowers, be deemed to have been paid or disbursed by such the L/C Issuer under such 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 the applicable Revolving Facility Borrower of its obligations under this SectionSection 2.10(9), the such Revolving Facility Borrower shall be immediately obligated to pay to reimburse the Administrative Agent, 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 the Administrative Agent L/C Issuer from the such Revolving Facility Borrower pursuant to this SECTION 4.7 Section 2.10(9) shall be held by in an interest bearing account with the Administrative Agent in a segregated account L/C Issuer as collateral security for the repayment of the such Revolving Facility Borrower's Obligations ’s obligations in connection with the Letters of Credit or Letters of Guarantee issued by the L/C Issuer. At any time when such Issuer and, subject to the prior payment Letters of such ObligationsCredit or Letters of Guarantee shall terminate or be reduced, the other Obligations obligations of the Borrower. The Borrower hereby assigns and pledges Revolving Facility Borrowers under this Section 2.10(9) shall be reduced accordingly (subject, however, to reinstatement in the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in 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 event any time and from time to time received, receivable or otherwise distributed payment in respect of such accountLetters of Credit or Letters of Guarantee is recovered in any manner from the L/C Issuer), and the L/C Issuer will return to the applicable Revolving Facility Borrower the amount, if any, by which (i) the amount deposited by such funds Revolving Facility Borrower with the L/C Issuer together with accrued interest thereon; (ii) exceeds the amount applied by the L/C Issuer to any Reimbursement Obligation of such Revolving Facility Borrower less the amount of all Reimbursement Obligations of such Revolving Facility Borrower. If, pursuant to Section 11.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or such investments. At are due and payable on demand, or at such time when all Events of Default shall have been cured or waived, the Administrative Agent L/C Issuer shall return to the applicable Revolving Facility Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section. All amounts on deposit such L/C Issuer pursuant to this Section shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D2.10(9), which interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Obligations.