Common use of Deemed Disbursements Clause in Contracts

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date or (ii) the declaration by the Administrative Agent of all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated as provided in Section 8.3, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from the Borrower pursuant to this Section shall be held as collateral security for the repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time 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 (i) During the occurrence and during the continuation existence of an any TCIL Event of Default pursuant to Section 8.1.9 or the occurrence TALICC Event of the Commitment Termination Date 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 8.3Default, an amount equal to that portion of TCIL Letter of Credit Outstandings or TALICC Letter of Credit Outstandings, as applicable, attributable to outstanding and undrawn Letters of Credit issued for the account of the applicable Borrower shall, at the election of the applicable Issuer acting on instructions from the Required Majority Lenders, and without demand upon or notice to the such Borrower, be deemed to have been paid or disbursed by such the applicable Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the such Borrower of its obligations under this Section, the such Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from the a Borrower pursuant to this Section shall be turned over to the Administrative Agent and held as collateral security for the repayment of the such Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to liabilities of each Issuer with respect to Letters of Credit issued by it are either terminated or paid or reimbursed to such Issuer in full, the Obligations Liabilities of the such Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer and, provided that no TCIL Event of Default or Unmatured TCIL Event of Default or TALICC Event of Default or Unmatured TALICC Event of Default, as applicable, exists, the Administrative Agent will return to the applicable Borrower the excess, if any, of (a) the aggregate amount held deposited by such Issuer Borrower with the Administrative Agent and not theretofore applied by such Issuer to any Reimbursement Obligation of such Borrower over (b) the aggregate amount of all Reimbursement Obligations to of such Issuer Borrower over pursuant to this Section, as so adjusted. At such time when all TCIL Events of Default or TALICC Events of Default, as applicable, shall have been cured or waived, if the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer Administrative Agent shall return to the applicable Borrower all amounts then on deposit with such Issuer 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 applicable Borrower, as the case may be, bear interest, such interest shall be held by the Administrative Agent as additional collateral security for the repayment of such Borrower’s Liabilities in connection with the Letters of Credit.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an any Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date 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 8.3Default, an amount amounts equal to that portion of the respective amounts undrawn and available under each Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election option of the applicable Issuer acting on instructions from Administrative Agent or at the direction of the Required Lenders, Banks and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such Letters of Credit the Issuers (notwithstanding that such amount amounts may not in fact have been so paid or disbursed), ) and, upon notification by such Issuer to the Administrative Agent to the Issuers and the Borrower of its the Borrower's obligations under this Section, the Borrower shall be immediately obligated to reimburse such the Administrative Agent for the benefit of each Issuer the amount deemed to have been so paid or disbursed with respect to the Letters of Credit; PROVIDED that, with respect to any such amounts deemed disbursed but not reimbursed by the Borrower to the Administrative Agent, such Issueramounts shall not be deemed to bear interest until such time as a Reimbursement Obligation with respect thereto shall arise. Any All amounts so received by such Issuer the Administrative Agent from the Borrower pursuant to this Section shall be held as collateral security for the repayment of the Borrower’s 's obligations in connection with the Letters of Credit. To the extent the aggregate amount deposited by the Borrower with the Administrative Agent pursuant to this Section and not previously applied by the Administrative Agent to any Reimbursement Obligation exceeds the sum of (x) the aggregate undrawn stated amounts of all Letters of Credit issued PLUS (y) all unpaid Reimbursement Obligations, the Administrative Agent will promptly return the amount of such excess to the Borrower (except to the extent applied by such Issuerthe Administrative Agent to the payment of amounts then due and owing hereunder). When all Events of Default have been cured or waived, the Administrative Agent shall promptly return to the Borrower all amounts, including interest as described in the immediately succeeding sentence, then on deposit pursuant to this Section with the Administrative Agent. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Reimbursement Obligation or their return to the Borrower, as the case may be, bear interest at the Borrower’s written requestFederal Funds Rate from time to time in effect (net of the costs of any reserve requirements, be invested in high grade short-term liquid investments acceptable respect of amounts on deposit pursuant to Administrative Agent and designated by the Borrowerthis SECTION 2.20.08, pursuant to Regulation D), which investments interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Reimbursement Obligations under and of the Borrower in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time 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 SectionCredit.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an any Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date 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 8.3Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required LendersLender, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer the Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Lender to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such Issuer the Lender the amount deemed to have been so paid or disbursed by such Issuerthe Lender. Any amounts so received by such Issuer the Lender from the Borrower pursuant to this Section shall be held as collateral security for the repayment of the Borrower’s 's obligations in connection with the Letters of Credit issued by such the applicable Issuer. All amounts on deposit pursuant to this Section 2.7.7 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 Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer the Lender are either terminated or paid or reimbursed to such Issuer the Lender in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such the Lender or the Issuer), and such Issuer the Lender will return to the Borrower the excess, if any, of (a) ai the aggregate amount held deposited by such Issuer the Borrower with the Lender and not theretofore applied by such Issuer the Lender to any Reimbursement Obligation over (b) bi the aggregate amount of all Reimbursement Obligations to such Issuer the Lender pursuant to this Section, as so adjusted. At such time when all Events of Default shall have been cured or waived, if the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer Lender shall return to the Borrower all amounts then on deposit with such Issuer the Lender pursuant to this Section. All amounts on deposit pursuant to this Section shall, until their application to any Reimbursement Obligation or their return to the Borrower, as the case may be, bear interest for the Borrower's account at the daily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, in respect of amounts on deposit pursuant to this Section, pursuant to F.R.S. Board Regulation D), which interest shall be held by the Lender as additional collateral security for the repayment of the Borrower's Obligations in connection with the Letters of Credit issued by the Lender.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an any Event of Default pursuant to Section 8.1.9 after the Collateral Release Date or the occurrence of the Commitment Termination Date 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 8.3Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such Issuer pay to the Administrative Agent, the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Administrative Agent from the Borrower pursuant to this Section SECTION 4.7 shall be held by the Administrative Agent in a segregated account as collateral security for the repayment of the Borrower’s obligations 's Obligations in connection with the Letters of Credit issued by such Issuer and, subject to the prior payment of such Obligations, the other Obligations of the Borrower. The Borrower hereby assigns and pledges to the Administrative Agent, for the benefit of the applicable Issuer, and hereby grants to the Administrative Agent, for the benefit of the applicable Issuer, a security interest in and lien upon such account and all deposits in such account, all investments arising out of such funds, all claims thereunder or in connection therewith and all cash, securities, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investments. At such time when all Events of Default shall have been cured or waived, the Administrative Agent shall return to the Borrower all amounts then on deposit with the Administrative Agent pursuant to this Section. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Reimbursement Obligation or other Obligation or their return to the Borrower, as the case may be, bear interest at the Borrower’s written requestdaily average Federal Funds Rate from time to time in effect (net of the costs of any reserve requirements, be invested in high grade short-term liquid investments acceptable respect of amounts on deposit pursuant to Administrative Agent and designated by the Borrowerthis Section, pursuant to F.R.S. Board Regulation D), which investments interest shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjusted. At such time 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. (a) Upon the occurrence of any Event of Default under Section 9.7 (with respect to either (iBorrower) and also, at the option of the Bank, upon the occurrence and during the continuation continuance of an any other Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date 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 8.3Default, an amount equal to that portion of Letter of Credit the LC Outstandings attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the either Borrower, be deemed to have been paid or disbursed by such Issuer the Bank (each, a "Deemed Disbursement") under such all outstanding Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon . Upon notification by such Issuer the Bank to the Administrative Agent and the either Borrower of its the Borrowers' obligations under this SectionSection 2A.6 (no such notification being required in the case of an Event of Default under Section 9.7 with respect to either Borrower), the Borrower Borrowers shall be immediately obligated to reimburse the aggregate amount of the Deemed Disbursements by paying the full amount thereof to the Bank prior to 10:00 a.m. Closing Office Time on the date of such Issuer Deemed Disbursement and any amount not so reimbursed shall accrue interest (after as well as before judgment) at a rate per annum equal to the amount deemed Past Due Rate from time to have been so paid or disbursed time in effect, payable on demand. All Deemed Disbursements reimbursed by such Issuer. Any amounts so received by such Issuer from the either Borrower pursuant to this Section 2A.6(a) shall be held as collateral security for the repayment of the Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.7.7 shall, until their application to any Obligation or their return to the Borrower, as the case may be, at the Borrower’s written request, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments shall be held by the Administrative Agent as additional collateral security for the repayment of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Obligations deposited into a single special depository account of the Borrower (the "Deemed Disbursement Account") maintained by the Borrowers with, and under this Section shall be reduced accordingly the control of, the Bank (subject, however, in New York or such other jurisdiction as the Bank and the Borrowers agree to) and titled appropriately so as to reinstatement in identify the event any payment in respect nature of such Letters of Credit is recovered in any manner from account. The Borrowers shall take all such Issuer), and such Issuer will return to the Borrower the excessaction, if any, as is necessary to assure that the Bank 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 Borrowers' right, title and interest in and to all monies at any time in the Deemed Disbursement Account (aand all Disbursement Earnings, if any, thereon) are hereby irrevocably pledged by the aggregate amount held by such Issuer and not theretofore applied by such Issuer Borrowers to any Reimbursement Obligation over (b) the aggregate amount Bank as security to secure the prompt payment to the Bank of all Reimbursement Obligations the Borrowers' liabilities to the Bank and to secure the performance by the Borrowers of their obligations under this Agreement; and such amounts may be applied to such Issuer pursuant liabilities in such order as the Bank may direct without notice to, or the consent of, either Borrower. The Borrowers shall be entitled to this Section, receive monies from the Deemed Disbursement Account only as so adjustedpermitted by Section 2A.6(b). At The Bank shall invest the monies in the Deemed Disbursement Account in such time when all Events types of Default shall have been cured or waived, if investments as are agreed to by either Borrower and 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 SectionBank.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date or (ii) the declaration by the Administrative Agent of that all or any portion of the outstanding principal amount of the Loans and other Obligations to be Advances are immediately due and payable and/or or are due and payable on demand pursuant to Section 11.2 or the Commitments (if not theretofore terminated) to be terminated as provided in Section 8.3occurrence of the Maturity Date, an amount equal to that any portion of an outstanding and undrawn Letter of Credit Outstandings attributable to outstanding and undrawn Letters or Letter of Credit Guarantee shall, at the election of the applicable L/C Issuer acting on instructions from the Required Majority Lenders, and without demand upon or notice to the BorrowerRevolving Facility Borrowers, be deemed to have been paid or disbursed by such the L/C Issuer under such Letters Letter of Credit or Letter of Guarantee (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such the L/C Issuer to the Administrative Agent and the applicable Revolving Facility Borrower of its obligations under this SectionSection 2.10(9), the such Revolving Facility Borrower shall be immediately obligated to reimburse such the L/C Issuer for the amount deemed to have been so paid or disbursed by such the L/C Issuer. Any amounts so received by such the L/C Issuer from the such Revolving Facility Borrower pursuant to this Section 2.10(9) shall be held in an interest bearing account with the L/C Issuer as collateral security for the repayment of the such Revolving Facility Borrower’s obligations in connection with the Letters of Credit or Letters of Guarantee issued by such the L/C Issuer. All amounts on deposit pursuant to this Section 2.7.7 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 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 or Letters of Guarantee shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in fullbe reduced, the Obligations obligations of the Borrower 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 such the L/C Issuer), and such the L/C Issuer will return to the applicable Revolving Facility Borrower the excessamount, if any, of by which (ai) the aggregate amount held deposited by such Revolving Facility Borrower with the L/C Issuer and not theretofore together with accrued interest thereon; (ii) exceeds the amount applied by such the L/C Issuer to any Reimbursement Obligation over (b) of such Revolving Facility Borrower less the aggregate amount of all Reimbursement Obligations to of such Issuer Revolving Facility Borrower. If, pursuant to this SectionSection 11.2, as so adjusted. At the Administrative Agent withdraws its declaration that all Advances are immediately due and payable or are due and payable on demand, or at such time when all Events of Default shall have been cured or waived, if the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each L/C Issuer shall return to the applicable Revolving Facility Borrower all amounts then on deposit with such L/C Issuer pursuant to this SectionSection 2.10(9).

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an Event of any Default pursuant to under Section 8.1.9 8.1.5 or the occurrence of the Commitment Termination Date or (ii) the declaration upon notification by the Administrative Agent of all (acting on its own 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 direction of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice ) to the Borrower, be deemed to have been paid or disbursed by such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the Borrower of its obligations under this Section, following the occurrence and during the continuation of any other Event of Default, all Reimbursement Obligations plus the maximum amounts which Issuer might then or thereafter be called upon to advance under all Letters of Credit then outstanding shall, without demand upon or notice to the Borrower or any other Person, become immediately due and payable without regard to whether or not actual drawings or payments on the Letters of Credit have occurred, and the Borrower and the Designated Borrowers, jointly and severally, shall be immediately obligated to reimburse provide such Issuer the amount deemed amounts to have been so paid or disbursed be held as cash collateral. Amounts payable by such Issuer. Any amounts so received by such Issuer from the Borrower and the Designated Borrowers pursuant to this Section shall be deposited in immediately available funds in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Secured Parties, and held as collateral security for the repayment Obligations. The Borrower and each Designated Borrower, respectively, hereby grants to the Administrative Agent, for the benefit of the Issuer and the Lenders, an exclusive first priority and continuing perfected security interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The obligation of the Borrower and each Designated Borrower’s obligations in connection with the Letters of Credit issued by such Issuer. All , respectively, to deposit amounts on deposit pursuant to this Section 2.7.7 shall2.6.4 shall be absolute and unconditional, until their application without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit, and, to the fullest extent permitted by applicable law, shall not be subject to any Obligation defense or their return to be affected by a right of set-off, counterclaim or recoupment that the BorrowerBorrower or any of its Subsidiaries may now or hereafter have against any such beneficiary, as the case may beIssuer, at the Borrower’s written requestAdministrative Agent, be invested in high grade short-term liquid investments acceptable to Administrative Agent and designated by the Borrower, which investments Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest, if any, on such deposit shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent as additional collateral security to reimburse the Issuer for Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the repayment satisfaction of the Borrower’s Obligations under and in connection with the Letters of Credit and all other Obligations. Any losses, net of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such Issuer in full, the Reimbursement Obligations of the Borrower and any Designated Borrower at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations of the Borrower and the Designated Borrowers under this Section shall be reduced accordingly (subject, however, to reinstatement in Agreement or the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjustedother Loan Documents. At such time when When all Events of Default shall have been cured or waived, if waived the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer Administrative Agent shall return to the Borrower all amounts then on deposit with such Issuer the Administrative Agent pursuant to this Sectionsection (including accrued interest, if any, thereon) that have not been applied to the satisfaction of the Reimbursement Obligations or the Obligations.

Deemed Disbursements. Upon either (i) the occurrence and during the -------------------- continuation of an any Event of Default pursuant to Section 8.1.9 or the occurrence C:\84862\12960\0018.01F 12960.0018 970729 13:27 of the Commitment Termination Date 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 8.3Date, an amount equal to that portion of Letter of Credit Outstandings Liabilities attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required LendersIssuing Lender, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer the Issuing Lender under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer the Issuing Lender to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such Issuer the Issuing Lender the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer the Issuing Lender from the Borrower pursuant to this Section shall be delivered by the Issuing Lender to the Agent and held as collateral security (a) first, for the repayment of the Borrower’s 's obligations in connection with the Letters of Credit issued by such Issuer. All amounts on deposit pursuant to this Section 2.7.7 shalland (b) second, 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 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 Liabilities of earnings, and reasonable fees and expenses of such investments shall be charged against the principal amount invested. The Administrative Agent and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer obligations of the Issuing Lender in respect of Letters of Credit are either terminated or paid or reimbursed to such Issuer in full, the Obligations Liabilities of the Borrower under this Section shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of such Letters of Credit is recovered in any manner from such Issuerthe Issuing Lender). Provided no Unmatured Event of Default or Event of Default then exists, and such Issuer the Issuing Lender or the Agent, as the case may be, will return to the Borrower the excess, if any, of (a) the aggregate amount held deposited by such Issuer Borrower with the Issuing Lender and/or the Agent and not theretofore applied by such Issuer the Issuing Lender to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement ---- Obligations to such Issuer the Issuing Lender pursuant to this Section, as so adjusted. At such time when all Unmatured Events of Default and Events of Default shall have been cured or waived, if the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer Issuing Lender shall return to the Borrower all amounts then on deposit with such Issuer the Issuing Lender pursuant to this Section.

Deemed Disbursements. Upon either (i) the occurrence and during the continuation of an Event of Default pursuant to Section 8.1.9 or the occurrence of the Commitment Termination Date 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 8.3Date, an amount equal to that portion of Letter of Credit Outstandings attributable to outstanding and undrawn Letters of Credit shalloutstanding on the Commitment Termination Date (and not returned undrawn to the Issuer by the beneficiaries thereof on or prior to the Commitment Termination Date) shall automatically, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such the Issuer under such the Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such the Issuer the amount deemed to have been so paid or disbursed by such the Issuer. Any amounts so received by such the Issuer from the Borrower pursuant to this Section SECTION 4.7 shall be held as collateral security for the repayment of the Borrower’s 's obligations in connection with the Letters of Credit issued by such the Issuer. All amounts on deposit pursuant to this Section 2.7.7 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 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 any such Letters Letter of Credit shall terminate and all Obligations to each liabilities of the Issuer thereunder are either terminated or paid or reimbursed to such the Issuer in full, the Obligations Liabilities of the Borrower under this Section SECTION 4.7 shall be reduced accordingly (subject, however, to reinstatement in the event any payment in respect of any such Letters Letter of Credit is recovered in any manner from such the Issuer), and such the Issuer will return to the Borrower the excess, if any, of (a) the aggregate amount held deposited by the Borrower with the Issuer in respect of such Issuer Letter of Credit and not theretofore applied by such the Issuer to any Reimbursement Obligation over (b) arising from such Letter of Credit, together with all earnings thereon pursuant to the aggregate amount of all Reimbursement Obligations to such Issuer immediately succeeding sentence. All amounts on deposit pursuant to this SectionSECTION 4.7 shall, as so adjusted. At such time when all Events of Default shall have been cured until their application to any Reimbursement Obligation or waived, if the Reducing Loan Commitment Termination Date shall not have occurred for any reason, each Issuer shall their return to the Borrower all amounts then on deposit Borrower, as the case may be, bear 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 such Issuer pursuant to this Sectionthe Letters of Credit issued by the Issuer.

Deemed Disbursements. Upon either (i) the occurrence and -------------------- during the continuation of an Event of Default pursuant to Section 8.1.9 or the ------------- occurrence of the Revolving Period Commitment Termination Date 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 commitments (if not theretofore terminated) to be terminated as provided in Section 8.3, an amount equal to that portion of Letter of Credit Outstandings ----------- attributable to outstanding and undrawn Letters of Credit shall, at the election of the applicable Issuer acting on instructions from the Required Lenders, and without demand upon or notice to the Borrower, be deemed to have been paid or disbursed by such Issuer under such Letters of Credit (notwithstanding that such amount may not in fact have been so paid or disbursed), and, upon notification by such Issuer to the Administrative Agent and the Borrower of its obligations under this Section, the Borrower shall be immediately obligated to reimburse such Issuer the amount deemed to have been so paid or disbursed by such Issuer. Any amounts so received by such Issuer from the Borrower pursuant to this Section shall be delivered to the Agent to be held as collateral security for the repayment of the Borrower’s 's obligations in connection with the Letters of Credit issued by such IssuerCredit. All amounts on deposit pursuant to this Section 2.7.7 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 '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 '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 Agent, the Issuer and the Lenders shall not be liable for any loss resulting from any investment made by the Administrative Agent at the Borrower’s 's request. The Administrative Agent is not obligated hereby, or by any other Loan Document, to make or maintain any investment, except upon written request by the Borrower. At any time when such Letters of Credit shall terminate and all Obligations to each Issuer are either terminated or paid or reimbursed to such each Issuer in full, the Obligations of the Borrower under this Section 2.8.7 shall be reduced ------------- accordingly (subject, however, to reinstatement in the event any payment in respect of any of such Letters of Credit is recovered in any manner from such Issuer), and such Issuer the Agent will return to the Borrower the excess, if any, of (a) the aggregate amount held by such Issuer the Agent and not theretofore applied by such Issuer to any Reimbursement Obligation over (b) the aggregate amount of all Reimbursement Obligations to such Issuer pursuant to this Section, as so adjustedObligation. At such time when all Events of Default shall have been cured or waived, if the Reducing Loan Revolving Period Commitment Termination Date shall not have occurred for any reason, each Issuer the Agent shall return to the Borrower all amounts then on deposit with such Issuer the Agent pursuant to this Section.Section 2.8.7. -------------