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 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 Issuer acting on instructions from the Required Lenders, and without demand upon or notice to any Borrower, be deemed to have been paid or disbursed by the Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or Borrowers shall be immediately obligated to reimburse the Issuer the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excess, if any, of

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 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be delivered to the Agent to be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued 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 IssuerBorrower, 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 and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Agent, the Issuer and the Lenders shall not be liable for any loss resulting from any investment made by the 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 of the to each Issuer are either terminated or paid or reimbursed to the each Issuer in full, the Obligations of such the Borrower or Borrowers under this Section 2.8.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any of such Letters of Credit is recovered in any manner from the such Issuer), and the Issuer Agent will return to such the Borrower or Borrowers the excess, if any, ofof 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 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 Agent pursuant to this Section 2.8.7.

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

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 the 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 the such Issuer to the Administrative Agent and the applicable any Revolving Credit Borrower or Borrowers of its obligations under this Section, such Revolving Credit Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such any Revolving Credit Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's or Borrowers' obligations in connection with the Revolving Credit Letters of Credit issued by the such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of the each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Revolving Credit Obligations of such Borrower or 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 the such Issuer), and the such Issuer will return to such Borrower or the Revolving Credit Borrowers the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Lender to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Lender the amount deemed to have been so paid or disbursed by the IssuerLender. Any amounts so received by the Issuer Lender from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the applicable Issuer. At any time when such Letters of Credit shall terminate and all Obligations of to the Issuer Lender are either terminated or paid or reimbursed to the Issuer Lender in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Lender or the Issuer), and the Issuer Lender will return to such the Borrower or Borrowers the excess, if any, of

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

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the end of the Commitment Termination DatePeriod or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' ’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, all investments purchased with such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of New York with respect to such security interest and that an Event of Default under this Agreement shall constitute a default for purposes of such security interest.

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

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

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 Issuer Issuer, acting on instructions from the Required Lenders, and without demand upon or notice to any Borrowerthe Borrowers, be deemed to have been paid or disbursed by the Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer to the Administrative Agent and to the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or the Borrowers shall be immediately obligated to reimburse the Issuer the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such Borrower or the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Borrower's or the Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of to the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or the Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or the Borrowers the excess, if any, of

Deemed Disbursements. (a) Upon the occurrence and during the continuation continuance of any Event of Default or the occurrence of the Commitment Termination Datewith respect to which Agent has exercised any right under Section 9, 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 option of the Issuer acting on instructions from the Required LendersIssuer, and without demand upon or notice to any Borrower, be deemed to have been paid or disbursed by the Issuer (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 notification by the Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its Borrower's obligations under this SectionSection 2A.6, such Borrower or Borrowers 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 deemed not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to have been so paid or disbursed by 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. Any amounts so received , or upon notification by the Issuer from to Borrower, shall occur automatically without the giving of any such notice or the need to exercise any such option. All Deemed Disbursements reimbursed by Borrower or Borrowers 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 Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issueraccount. At any time when Borrower shall take all such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excessaction, 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 right, title and interest in and to all monies at any time 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 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.

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

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

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that 52 -38- portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from the Required LendersBank, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer Bank under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Bank to the Administrative Agent and Borrower of the applicable Borrower or Borrowers of its obligations Borrower's Obligations under this SectionSection 5.6, such the Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Bank the amount deemed to have been so paid or disbursed by the IssuerBank. Any amounts so received by the Issuer Bank from such the Borrower or Borrowers pursuant to this Section 5.6 shall be held as collateral Collateral security for the repayment of such the Borrower's or Borrowers' obligations Obligations in connection with the Letters of Credit issued by the IssuerBank. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer Bank thereunder are either terminated or paid or reimbursed to the Issuer Bank in full, the Obligations of such the Borrower or Borrowers under this Section 5.6 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerBank), and the Issuer will Bank will, if no other Obligations are then owed to the Bank hereunder, return to such the Borrower or Borrowers the excessEXCESS, if any, of

Deemed Disbursements. Upon the occurrence and during the -------------------- continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from (in the Required Lenderscase of Letters of Credit), and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer thereof under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Issuer, as the case may be, to the Administrative Agent and the applicable Borrower or Borrowers of its obligations Obligations under this SectionSection 5.7, such the Borrower or Borrowers shall be immediately ----------- obligated to reimburse the Issuer Issuer, as the case may be, the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such the Borrower or Borrowers pursuant to this Section 5.7 shall be held as collateral ----------- security for the repayment of such the Borrower's or Borrowers' obligations Obligations, in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such the Borrower or Borrowers under this Section 5.7 shall be reduced accordingly ----------- (subject, however, to reinstatement in the event any payment in respect of such ------- ------- Letters of Credit is recovered in any manner from the Issuer), and the Issuer will will, if no other monetary Obligations are then owed to the Issuer or the Banks hereunder, return to such the Borrower or Borrowers the excess, if any, of

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the end of the Commitment Termination DatePeriod or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' ’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, all investments purchased with such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that an Event of Default under this Agreement shall constitute a default for purposes of such security interest.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Working Capital Loan Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn 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 Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the Agent on behalf of such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the Agent on behalf of such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the such Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the Issuer Agent will return to such the Borrower or Borrowers the excess, if any, ofof (a) the aggregate amount deposited by the 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, the Agent shall return to the Borrower all amounts then on deposit (other than amounts attributable to a mandatory prepayment) with the Agent pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to the Borrower, as the case may be, bear interest at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Agent 43 303

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Revolving Credit 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 Issuer acting on instructions from the Required LendersIssuing Lender, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer 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 the Issuer Issuing Lender to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Issuing Lender the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the Issuer Issuing Lender from such the Borrower or Borrowers 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 the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by and (b) second, for all other Liabilities of the IssuerBorrower. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer Issuing Lender in respect of Letters of Credit are either terminated or paid or reimbursed to the Issuer in full, the Obligations Liabilities of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerIssuing Lender). Provided no Event of Default then exists, and the Issuer Issuing Lender or the Agent, as the case may be, will return to such the Borrower or Borrowers the excess, if any, ofof (a) the aggregate amount deposited by the 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 Events of Default shall have been cured or waived, the Issuing Lender shall return to the Borrower all amounts then on deposit with the Issuing Lender pursuant to this Section.

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

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 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 Issuer acting on instructions from the Required Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer (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 ) in the respective currencies in which such Letters of Credit are denominated. Upon notification by the Issuer Agent to the Administrative Agent and the applicable Borrower or Borrowers 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 the Borrower or Borrowers 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 deemed not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to have been so paid 1% plus (x) the Base Rate (UK) from time to time in effect with respect to Deemed Disbursements payable in Sterling, or disbursed (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 applicable Spot Rate in effect at the time of such conversion. All Deemed Disbursements reimbursed by the Issuer. Any amounts so received by the Issuer from such Borrower or Borrowers 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 security for the repayment Agent and the Borrower agree to) and titled appropriately so as to identify the nature of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issueraccount. At any time when The Borrower shall take all such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excessaction, if any, ofas 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 benefit of 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 such order as the Agent may direct without notice to, or the consent of 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 types of investments as are agreed to by the Borrower and the Agent.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default of the types described in CLAUSES (b) through (d) of SECTION 8.1.9 with respect to the Parent or any Borrower or upon notification by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their respective obligations under this Section, following the occurrence and during the continuation of any other Event of Default, (i) the Commitment Termination Date, an amount equal to that portion aggregate Stated Amount of Letter of Credit Outstandings attributable to outstanding and undrawn all Letters of Credit shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to any BorrowerBorrower or any other Person, be deemed to have been paid or disbursed by the Issuer under Issuers of such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by and (ii) the Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or Borrowers shall be immediately obligated obligated, jointly and severally, to reimburse the Issuer Issuers for the amount deemed to have been so paid or disbursed by the Issuersuch Issuers. Any amounts so received Amounts payable by the Issuer from such Borrower or Borrowers pursuant to this Section shall be deposited in immediately available funds with the Administrative Agent and held as collateral security for the repayment Reimbursement Obligations. When all Events of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed Default giving rise to the Issuer in full, the Obligations of such Borrower or Borrowers deemed disbursements under this Section have been cured or waived the Administrative Agent shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers VHC, on behalf of the excessBorrowers, if any, ofall amounts then on deposit with the Administrative Agent pursuant to this Section which have not been applied to the satisfaction of the Reimbursement Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from the Required LendersBank, and without demand upon or notice to any Borrowerthe Company, be deemed to have been paid or disbursed by the Issuer Bank under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Bank to the Administrative Agent and the applicable Borrower or Borrowers Company of its obligations under this Section, such Borrower or Borrowers the Company shall be immediately obligated to reimburse the Issuer Bank the amount deemed to have been so paid or disbursed by the IssuerBank. Any amounts so received by the Issuer Bank from such Borrower or Borrowers the Company pursuant to this Section shall be held as collateral security for the repayment of such Borrowerthe Company's or Borrowers' obligations in connection with the Letters of Credit issued by the IssuerBank. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer Company are either terminated or paid or reimbursed to the Issuer Bank in full, the Obligations obligations of such Borrower or Borrowers the Company under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerBank), and and, if no Event of Default shall be continuing, the Issuer Bank will return to such Borrower or Borrowers the Company the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default under Section 9.1(i) or upon notification by the Lender to the Borrower of its obligations under this Section following the occurrence and during the continuation of any other Event of Default: the Commitment Termination Date, an aggregate amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit guarantied under all Lender Guaranties shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower or any Borrowerother Person, be deemed to have been paid or disbursed by the Issuer under such Letters of Credit Lender (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer to the Administrative Agent ; and the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Lender for the amount deemed to have been so paid or disbursed disbursed. Amounts payable by the Issuer. Any amounts so received by the Issuer from such Borrower or Borrowers pursuant to this Section shall be deposited in immediately available funds with the Lender and held as collateral security for the repayment of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate Lender Guaranty Reimbursement Obligations and all Obligations of other Obligations. Provided, however, if the Issuer Borrower can provide adequate assurances that the Lender Guaranties are either terminated or paid or reimbursed not reasonably likely to the Issuer in fullbe drawn upon, the Obligations of such Borrower or Borrowers Lender may, in its sole and absolute discretion, waive the Borrower’s requirements under this Section shall be reduced accordingly (subject2.7(d). When all Events of Default giving rise to the deemed disbursements under this Section have been cured or waived, howeverthe Lender shall, to reinstatement in the event any payment in respect if no other Event of such Letters of Credit Default is recovered in any manner from the Issuer)then existing, and the Issuer will return to such the Borrower or Borrowers all amounts then on deposit with the excess, if any, ofLender pursuant to this Section which have not been applied to the satisfaction of the Lender Guaranty Reimbursement Obligations and/or all other Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Working Capital Loan Commitment Termination Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn 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 Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the such Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excess, if any, ofthis

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 (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 Issuer Issuing Lender acting on instructions from the Required Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer 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 the Issuer Issuing Lender to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Administrative Agent on behalf of the Issuing Lender the amount deemed to have been so paid or disbursed by the IssuerIssuing Lender. Any amounts so received by the Issuer Administrative Agent on behalf of the Issuing Lender from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the IssuerIssuing Lender. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer Issuing Lender are either terminated or paid or reimbursed to the Issuer Issuing Lender in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer Administrative Agent will return to such the Borrower or Borrowers the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to any Borrowerthe Borrowers, be deemed to have been paid or disbursed by the Issuer Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Lender to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or the Borrowers shall be immediately obligated to reimburse the Issuer Lender the amount deemed to have been so paid or disbursed by the IssuerLender. Any amounts so received by the Issuer Lender from such Borrower or the Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Borrower's or the Borrowers' obligations in connection with the Letters of Credit issued by the IssuerLender. At any time when such Letters of Credit shall terminate and all Obligations of to the Issuer Lender are either terminated or paid or reimbursed to the Issuer Lender in full, the Obligations of such Borrower or the Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerLender), and the Issuer Lender will return to such Borrower or the Borrowers the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 Issuer applicable Issuer, acting on instructions from the Required Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the such Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the to such Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from (in the Required Lenderscase of Letters of Credit), and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer thereof under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Issuer, as the case may be, to the Administrative Agent and the applicable Borrower or Borrowers of its obligations Obligations under this SectionSection 5.7, such the Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Issuer, as the case may be, the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such the Borrower or Borrowers pursuant to this Section 5.7 shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations Obligations, in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such the Borrower or Borrowers under this Section 5.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will will, if no other monetary Obligations are then owed to the Issuer or the Banks hereunder, return to such the Borrower or Borrowers the excess, if any, of

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 Commitment Termination Date (including upon the occurrence of the Conversion Date) or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the such Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed All amounts on deposit pursuant to the Issuer in full, the Obligations of such Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such Borrower or Borrowers the excess, if any, ofthis

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the end of the Commitment Termination DatePeriod or (ii) the declaration by the Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the commitments (if not theretofore terminated) to be terminated as provided in Section 8.1, 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower's written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower's request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, all investments purchased with such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Texas with respect to such security interest and that an Event of Default under this Agreement shall constitute a default for purposes of such security interest.

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 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 L/C Issuer acting on instructions from the Required Majority Lenders, and without demand upon or notice to any Borrowerthe Revolving Facility Borrowers, be deemed to have been paid or disbursed by 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 the L/C Issuer to the Administrative Agent and the applicable Revolving Facility Borrower or Borrowers of its obligations under this SectionSection 2.10(9), such Revolving Facility Borrower or Borrowers shall be immediately obligated to reimburse the L/C Issuer for the amount deemed to have been so paid or disbursed by the L/C Issuer. Any amounts so received by the L/C Issuer from such Revolving Facility Borrower or Borrowers 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 Facility Borrower's or Borrowers' obligations in connection with the Letters of Credit or Letters of Guarantee issued by the L/C Issuer. At any time when such Letters of Credit or Letters of Guarantee shall terminate and all Obligations or be reduced, the obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Revolving 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 Letters of Credit or Letters of Guarantee is recovered in any manner from the L/C Issuer), and the L/C Issuer will return to such the applicable Revolving Facility Borrower or Borrowers the excessamount, if any, ofby which (i) the amount deposited by such 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 are due and payable on demand, or at such time when all Events of Default shall have been cured or waived, the L/C Issuer shall return to the applicable Revolving Facility Borrower all amounts then on deposit with such L/C Issuer pursuant to this Section 2.10(9).

Deemed Disbursements. Upon either (a) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1.9 or the occurrence of the Revolving Loan Commitment Termination Date, or (b) 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 Revolving Loan 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.6.7 shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (x) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (y) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the Revolving Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence 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 Issuer acting on instructions from the Required LendersIssuing Bank, and without demand upon or notice to any Borrowerthe Company, be deemed to have been paid or disbursed by the Issuer Issuing Bank under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Issuing Bank to the Administrative Agent and the applicable Borrower or Borrowers Company of its obligations under this Section, such Borrower or Borrowers the Company shall be immediately obligated to reimburse the Issuer Issuing Bank the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the Issuer Issuing Bank from such Borrower or Borrowers 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 Borrowerthe Company's or Borrowers' obligations in connection with the Letters of Credit issued by and (b) second, for all other Liabilities of the IssuerCompany. At any time when such Letters of Credit shall terminate and all Obligations obligations of the Issuer Issuing Bank in respect of Letters of Credit are either terminated or paid or reimbursed to the Issuer in full, the Obligations Liabilities of such Borrower or Borrowers the Company under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerIssuing Bank). Provided no Unmatured Event of Default or Event of Default then exists, and the Issuer Issuing Bank or the Agent, as the case may be, will return to such Borrower or Borrowers the Company the excess, if any, ofof (a) the aggregate amount deposited by Borrower with the Issuing Bank and/or the Agent and not theretofore applied by the Issuing Bank to any Reimbursement Obligation OVER (b) the aggregate amount of all Reimbursement Obligations to 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, the Issuing Bank shall return to the Company all amounts then on deposit with the Issuing Bank pursuant to this Section.

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 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 any the Revolving Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Revolving Borrower or Borrowers of its obligations under this Section, such the Revolving Borrower or Borrowers shall be immediately obligated to reimburse pay to the Issuer Administrative Agent, the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the Issuer Administrative Agent from such the Revolving Borrower or Borrowers 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 Borrower's or Borrowers' obligations Obligations in connection with the Letters of Credit issued by such Issuer and, subject to the Issuer. At any time when prior payment of such Letters of Credit shall terminate and all Obligations, the other Obligations of the Issuer are either terminated or paid or reimbursed Revolving Borrower. The Revolving Borrower hereby assigns and pledges to the Issuer 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 fulland lien upon such account and all deposits in such account, the Obligations all investments arising out of such Borrower funds, all claims thereunder or Borrowers under this Section shall be reduced accordingly (subjectin connection therewith and all cash, howeversecurities, rights and other property at any time and from time to reinstatement in the event any payment time received, receivable or otherwise distributed in respect of such Letters account, such funds or such investments. At such time when all Events of Credit is recovered Default shall have been cured or waived, the Administrative Agent shall return to the Revolving 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 Revolving 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 manner from the Issuerreserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), and which interest shall be held by the Issuer will return to such Borrower or Borrowers Administrative Agent as additional collateral security for the excess, if any, ofrepayment of the Obligations.

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 Commitment Termination Final Maturity Date, an amount equal to that any portion of Letter of Credit Outstandings attributable to an outstanding and undrawn Letters Letter of Credit shall, at the election of the Issuer Issuing Bank acting on instructions from the Required Majority Lenders, and without demand upon or notice to any BorrowerCelestica, be deemed to have been paid or disbursed by the Issuer Issuing Bank under such Letters Letter of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Issuing Bank to the Administrative Agent and the applicable Borrower or Borrowers Celestica of its obligations under this Section, such Borrower or Borrowers Celestica shall be immediately obligated to reimburse the Issuer Issuing Bank for the amount deemed to have been so paid or disbursed by the IssuerIssuing Bank. Any amounts so received by the Issuer Issuing Bank from such Borrower or Borrowers Celestica pursuant to this Section shall be held as collateral security for the repayment of such BorrowerCelestica's or Borrowers' obligations in connection with the Letters of Credit issued by the IssuerIssuing Bank. At any time when such Letters of Credit shall terminate and all Obligations pursuant to Section 3.1(c)(i) or be reduced pursuant to Section 3.1(c)(ii) the obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such Borrower or Borrowers Celestica under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the IssuerIssuing Bank), and the Issuer Issuing Bank will return to such Borrower or Borrowers Celestica the excessamount, if any, ofby which (i) the amount deposited by Celestica with the Issuing Bank; exceeds (ii) the amount applied by the Issuing Bank to any Reimbursement Obligation of Celestica less the amount of all Reimbursement Obligations of Celestica. If, pursuant to Section 10.2, the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time when all Events of Default shall have been cured or waived, the Issuing Bank shall return to Celestica all amounts then on deposit with such Issuing Bank pursuant to this Section 3.5.

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 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 Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the Issuer acting on instructions from the Required Lenders, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by the Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer to the Administrative Agent and the applicable Borrower or Borrowers 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 the Borrower (whether or Borrowers not it is the Account Party under a particular Letter of Credit) shall be immediately obligated to reimburse the Issuer the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' ’s obligations in connection with the Letters of Credit issued by the Issuer. At any time when such Letters of Credit shall terminate and all Obligations of the Issuer are either terminated or paid or reimbursed to the Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuer), and the Issuer will return to such the Borrower or Borrowers the excess, if any, of

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit Outstandings Obligations attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to any BorrowerAkorn, be deemed to have been paid or disbursed by the Issuer Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Lender to the Administrative Agent and the applicable Borrower or Borrowers Akorn of its obligations under this Sectionsubsection, such Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Lender the amount deemed to have been so paid or disbursed by the IssuerLender. Any amounts so received by the Issuer Lender from such Borrower or Borrowers pursuant to this Section subsection shall be held as collateral security for the repayment of such Borrower's or Borrowers' obligations Obligations in connection with the Letters of Credit issued by the IssuerCredit. At any time when such Letters of Credit shall terminate and all Reimbursement Obligations of to the Issuer Lender are either terminated or paid or reimbursed to the Issuer Lender in full, the Obligations obligations of such Borrower or Borrowers under this Section subsection shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuerany Lender), and if no Event of Default shall be continuing, the Issuer Lender will return to such Borrower or Borrowers the excess, if any, of

Deemed Disbursements. Upon either (a) the occurrence and during the continuation of any an Event of Default pursuant to SECTION 8.1.9 or the occurrence of the Commitment Termination DateDate or (b) the declaration by the Canadian 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Canadian Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.6.6 shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Canadian Administrative Agent and designated by the Borrower, which investments shall be held by the Canadian Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Canadian Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Canadian Administrative Agent at the Borrower's request. The Canadian Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (x) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (y) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the Revolving Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section.

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 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 Majority Lenders, and without demand upon or notice to any the Revolving Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Revolving Borrower or Borrowers of its obligations under this Section, such the Revolving Borrower or Borrowers shall be immediately obligated to reimburse pay to the Issuer Administrative Agent, the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the Issuer Administrative Agent from such the Revolving Borrower or Borrowers 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 Borrower's or Borrowers' obligations Obligations in connection with the Letters of Credit issued by such Issuer and, subject to the Issuer. At any time when prior payment of such Letters of Credit shall terminate and all Obligations, the other Obligations of the Issuer are either terminated or paid or reimbursed Revolving Borrower. The Revolving Borrower hereby assigns and pledges to the Issuer 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 fulland lien upon such account and all deposits in such account, the Obligations all investments arising out of such Borrower funds, all claims thereunder or Borrowers under this Section shall be reduced accordingly (subjectin connection therewith and all cash, howeversecurities, rights and other property at any time and from time to reinstatement in the event any payment time received, receivable or otherwise distributed in respect of such Letters account, such funds or such investments. At such time when all Events of Credit is recovered Default shall have been cured or waived, the Administrative Agent shall return to the Revolving 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 Revolving 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 manner from the Issuerreserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), and which interest shall be held by the Issuer will return to such Borrower or Borrowers Administrative Agent as additional collateral security for the excess, if any, ofrepayment of the Obligations.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default 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 outstanding on the election of Commitment Termination Date (and not returned undrawn to the Issuer acting by the beneficiaries thereof on instructions from or prior to the Required LendersCommitment Termination Date) shall automatically, and without demand upon or notice to any the Borrower, be deemed to have been paid or disbursed by 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 the Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such Borrower or Borrowers shall be immediately obligated to reimburse the Issuer the amount deemed to have been so paid or disbursed by the Issuer. Any amounts so received by the Issuer from such the Borrower or Borrowers pursuant to this Section 4.7 shall be held as collateral security for the repayment of such the Borrower's or Borrowers' ’s obligations in connection with the Letters of Credit issued by the Issuer. At any time when any such Letters Letter of Credit shall terminate and all Obligations liabilities of the Issuer thereunder are either terminated or paid or reimbursed to the Issuer in full, the Obligations Liabilities of such the Borrower or Borrowers under this Section 4.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any such Letters Letter of Credit is recovered in any manner from the Issuer), and the Issuer will return to the Borrower the aggregate amount deposited by the Borrower with the Issuer in respect of such Borrower Letter of Credit and not theretofore applied by the Issuer to any Reimbursement Obligation arising from such Letter of Credit, together with all earnings thereon pursuant to the immediately succeeding sentence. All amounts on deposit pursuant to this Section 4.7 shall, until their application to any Reimbursement Obligation or Borrowers their return to the excessBorrower, if anyas the case may be, ofbear interest at the daily average Federal Funds Rate from time to time in effect, which interest shall be held by the Issuer as additional collateral security for the repayment of the Liabilities 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 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 the 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 the such Issuer to the Administrative Agent and the applicable any Revolving Credit Borrower or Borrowers of its obligations under this Section, such Revolving Credit Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such any Revolving Credit Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such Revolving Credit Borrower's or Borrowers' obligations in connection with the Revolving Credit Letters of Credit issued by the such Issuer. At any time when such Revolving Credit Letters of Credit shall terminate and all Revolving Credit Obligations of the each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Revolving Credit Obligations of such Borrower or 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 the such Issuer), and the such Issuer will return to such Borrower or the Revolving Credit Borrowers the excess, if any, ofof (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 either (i) the occurrence and during the continuation of any an Event of Default pursuant to Section 8.1(j) or the occurrence of the end of the Commitment Termination DatePeriod 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 8.1, 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' ’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.11(g) shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower’s written request, be invested in high grade short term liquid investments as such Issuer may choose in its sole discretion reasonably exercised, which interest shall be held by the applicable Issuer as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. No Lender Party shall be liable for any loss resulting from any investment made by such Issuer at the Borrower’s request. Such Issuer is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (A) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (B) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the end of the Commitment Period shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section. Borrower hereby assigns and grants to such Issuer a continuing security interest in all such collateral security paid by it to such Issuer, all investments purchased with such collateral security, and all proceeds thereof to secure its Obligations under this Agreement, the Notes, and the other Loan Documents, and Borrower agrees that collateral security and investments shall be subject to all of the terms and conditions of the Security Documents. Borrower further agrees that such Issuer shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of New York with respect to such security interest and that an Event of Default under this Agreement shall constitute a default for purposes of such security interest.

Deemed Disbursements. Upon the occurrence and during the continuation of any Event of Default or the occurrence of the Commitment Termination DateDefault, an amount equal to that portion of Letter of Credit Outstandings Obligations attributable to outstanding and undrawn Letters of Credit shall, at the election option of the Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to any BorrowerAkorn, be deemed to have been paid or disbursed by the Issuer Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by the Issuer Lender to the Administrative Agent and the applicable Borrower or Borrowers Akorn of its obligations under this Sectionsubsection, such Borrower or Borrowers shall be immediately obligated to reimburse the Issuer Lender the amount deemed to have been so paid or disbursed by the IssuerLender. Any amounts so received by the Issuer Lender from such Borrower or Borrowers pursuant to this Section subsection shall be held as collateral security for the repayment of such Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by the IssuerCredit. At any time when such Letters of Credit shall terminate and all Reimbursement Obligations of to the Issuer Lender are either terminated or paid or reimbursed to the Issuer Lender in full, the Obligations obligations of such Borrower or Borrowers under this Section subsection shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the Issuerany Lender), and and, if no Event of Default shall be continuing, the Issuer Lender will return to such Borrower or Borrowers the excess, if any, of

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 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.7.7 shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the 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 such Issuer pursuant to this Section.

Deemed Disbursements. Upon either (a) the occurrence and during the continuation of any an Event of Default pursuant to SECTION 8.1.9 or the occurrence of the Commitment Termination Date, or (b) 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 any the Borrower, be deemed to have been paid or disbursed by the 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 the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this Section, such the Borrower or Borrowers shall be immediately obligated to reimburse the such Issuer the amount deemed to have been so paid or disbursed by the such Issuer. Any amounts so received by the such Issuer from such the Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this SECTION 2.6.7 shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, at the Borrower's written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower's Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the such Issuer in full, the Obligations of such the Borrower or Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from the such Issuer), and the such Issuer will return to such the Borrower or Borrowers the excess, if any, ofof (x) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation OVER (y) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the Revolving Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall return to the Borrower all amounts then on deposit with such Issuer pursuant to this Section.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of any an Event of Default or the occurrence of the 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 9.2(b), an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Revolving Loan Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice be required to any Borrower, be deemed to have been paid or disbursed cash collateralized by the Issuer Borrower (but only to the extent not already collateralized under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursedSection 3.1(b) hereof), and, upon notification by the such Issuer to the Administrative Agent and the applicable Borrower or Borrowers of its obligations under this SectionSection 2.8(g), such the Borrower or Borrowers shall be immediately obligated to reimburse deliver cash to the Issuer Agent, for deposit in the Letter of Credit Collateral Account, in the undrawn and outstanding amount deemed of the applicable Revolving Loan Letter of Credit (to have been so paid or disbursed by the Issuer. Any extent not already collateralized under Section 3.1(b)), such amounts so received by the Issuer from such Borrower or Borrowers pursuant to this Section shall be held as collateral security for the repayment of such the Borrower's or Borrowers' obligations in connection with the Revolving Loan Letters of Credit issued by Credit. All amounts on deposit pursuant to this Section 2.8(g) shall, until their application to any Obligation or their return to the IssuerBorrower, as the case may be, be invested as provided in Section 2.8(j). At any time when such Revolving Loan Letters of Credit shall terminate and all Obligations of the to each Issuer are either terminated or paid or reimbursed to the each Issuer in full, the Obligations of such the Borrower or Borrowers under this Section 2.8(g) shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any of such Revolving Loan Letters of Credit is recovered in any manner from the such Issuer), and the Issuer Agent will return to such the Borrower or Borrowers the excess, if any, ofof the aggregate amount held by the Agent (including investment earnings thereon) and not theretofore applied to any Reimbursement Obligation. At such time when all Events of Default shall have been cured or waived (other than such arising under Section 9.1(f) or 9.1(g)), if the Commitment Termination Date shall not have occurred for any reason, the Agent shall return to the Borrower all amounts then on deposit in the Letter of Credit Collateral Account with the Agent pursuant to this Section 2.8(g).