Common use of Cash collateralisation Clause in Contracts

Cash collateralisation. (a) If a Due Date occurs at any time the Letter of Credit is outstanding and clause 9.1 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single Lender), an amount equal to the Illegality Payment shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (b) If a Due Date occurs at any time the Letter of Credit is outstanding after any of the events specified in clauses 9.4 (Total Loss) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may direct. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (aA) If and for so long as: (i) the long-term senior unsecured credit rating of a Due Date occurs at Lender is, or is reduced to, below BBB- (Standard & Poor's) or Baa3 (▇▇▇▇▇'▇); or (ii) it becomes unlawful in any time the Letter of Credit is outstanding and applicable jurisdiction for a Lender to perform its obligations under clause 9.1 8.4 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single LenderIndemnities), (any such Lender being a "Relevant Lender") then, within thirty five (35) Business Days of the date of publication by S&P or ▇▇▇▇▇'▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 (Indemnities), pay to each LC Issuing Bank an amount equal to its LC Proportion of the Illegality Payment aggregate outstandings under all Letters of Credit issued by that LC Issuing Bank at such date (the "Cash Deposit"). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be withdrawn placed by or paid the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the "Borrower Replacement Collateral"). (C) An LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that LC Issuing Bank from up to (and including) the ▇▇ amount of the Cash Deposit in accordance with clause (E) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor's) or Baa3 (▇▇▇▇ Collateral Account ▇▇'▇). (E) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises each LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender's LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender's Cash Deposit in discharge of such Relevant Lender's obligations to it under clause 8.4(B). (F) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any Agent to apply its entitlement to sums received by that Agent from any source in respect of payment under, and/or any other sum received by that Agent under or other cash collateral provided in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that LC Issuing Bank: (a) which may or may not be equal to the Relevant ▇▇▇▇▇▇'s Cash Deposit or such part thereof as is unpaid by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.Relevant Lender; and (b) If which shall be placed by that LC Issuing Bank in a Due Date occurs separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any time amounts in, until (but excluding) the Letter date of Credit is outstanding after withdrawal of any amounts from, such account, and (iii) that LC Issuing Bank may withdraw amounts standing to the credit of the events specified in clauses 9.4 such account: (Total Lossa) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of pay that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the LC Issuing Bank from the Borrower (in respect such Relevant Lender's LC Proportion of the any claim made under a Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.; and (cb) On or promptly after as otherwise agreed between the Original Borrower and that LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may directBank. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (aA) If and for so long as: (i) the long-term senior unsecured credit rating of a Due Date occurs at Lender is, or is reduced to, below BBB(Standard & Poor’s) or Baa2 (▇▇▇▇▇’▇); or (ii) it becomes unlawful in any time applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five (35) Business Days of the Letter date of Credit is outstanding and publication by S&P or ▇▇▇▇▇’▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by the LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 9.1 8.4 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single LenderIndemnities), pay to the LC Issuing Bank an amount equal to its LC Proportion of the Illegality Payment aggregate outstandings under all issued Letters of Credit at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to the LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be withdrawn placed by or paid the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) The LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to the LC Issuing Bank from up to (and including) the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by amount of the Borrower Cash Deposit in accordance with this Agreement and applied clause (D) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises the LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(B). (E) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises the Agent to apply its entitlement to sums received by the Agent from any source in respect of payment under, and/or any other sum received by the Agent under or in respect of, the Finance Documents, towards funding such payment obligations; (ii) the Due Amount payable on Borrower and the LC Issuing Bank may (in their sole discretion) agree that Due Date.the Borrower shall pay an amount to the LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) If which shall be placed by the LC Issuing Bank in a Due Date occurs separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any time amounts in, until (but excluding) the Letter date of Credit is outstanding after withdrawal of any amounts from, such account, and (iii) the LC Issuing Bank may withdraw amounts standing to the credit of the events specified in clauses 9.4 such account: (Total Lossa) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to pay the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the LC Issuing Bank from the Borrower (in respect such Relevant Lender’s LC Proportion of the any claim made under a Letter of Credit; and (b) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by as otherwise agreed between the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may directBank. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (aA) If and for so long as: (i) the long-term senior unsecured credit rating of a Due Date occurs at Lender is, or is reduced to, below A-(Standard & Poor’s) or A3 (▇▇▇▇▇’▇); or (ii) it becomes unlawful in any time applicable jurisdiction for a Lender to perform its obligations under Clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within two (2) Business Days of the Letter date of Credit is outstanding and clause 9.1 publication by S&P or ▇▇▇▇▇’▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by the LC Issuing Bank, as security for (Illegalitybut without prejudice to) and/or clause 9.5 its obligations under Clause 16.4 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single LenderIndemnities), pay to the LC Issuing Bank an amount equal to its LC Proportion of the Illegality Payment aggregate outstandings under all issued Letters of Credit at such date (the “Cash Deposit”). The Relevant Lender shall, within ten (10) Business Days of any increase in such aggregate outstandings, pay to the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to the LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this Clause 16.10 shall be withdrawn placed by or paid the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) The LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to the LC Issuing Bank from up to (and including) the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by amount of the Borrower Cash Deposit in accordance with this Agreement and applied Clause (D) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Without prejudice to the provisions of Clause 16.4(B), each Relevant Lender hereby irrevocably authorises the LC Issuing Bank to withdraw from any account established pursuant to this Clause 16.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under Clause 16.4(B). (E) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under Clause 16.10(A), then (without prejudice to Clause 16.4(B)): (i) the Relevant Lender hereby irrevocably authorises the Agent to apply its entitlement to sums received by the Agent from any source in respect of payment under, and/or any other sum received by the Agent under or in respect of, the Finance Documents, towards funding such payment obligations; (ii) the Due Amount payable on Borrower and the LC Issuing Bank may (in their sole discretion) agree that Due Date.the Borrower shall pay an amount to the LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) If which shall be placed by the LC Issuing Bank in a Due Date occurs separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any time amounts in, until (but excluding) the Letter date of Credit is outstanding after withdrawal of any amounts from, such account, and (iii) the LC Issuing Bank may withdraw amounts standing to the credit of the events specified in clauses 9.4 such account: (Total Lossa) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to pay the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the LC Issuing Bank from the Borrower (in respect such Relevant Lender’s LC Proportion of the any claim made under a Letter of Credit; and (b) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by as otherwise agreed between the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may directBank. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (a) If a Due Date occurs at any time Event of Default shall occur and be continuing, two Business Days following the Letter day on which the Parent or the relevant Revolving Borrower receives notice from the Priority Agent or the Majority Priority Lenders demanding the deposit of Credit cash collateral pursuant to this paragraph, the Parent or the relevant Revolving Borrower, as applicable, shall deposit on terms and in accounts satisfactory to the Security Agent, in the name of the Security Agent and for the benefit of the Revolving Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Parent or the relevant Revolving Borrower pursuant to Clause 28.6 (Insolvency), Clause 28.7 (Insolvency Proceedings) or Clause 28.8 (German Insolvency), as applicable. (b) Funds deposited pursuant to Clause 8.6(a) above, shall be applied by the Security Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of the relevant Revolving Borrower under this Agreement. If the Parent or the relevant Borrower is outstanding and clause 9.1 (Illegality) and/or clause 9.5 (Right of cancellation in relation required to a Defaulting Lender) has become applicable or provide an amount of cash collateral has been paid pursuant to clause 9.3 (Right hereunder as a result of cancellation and prepayment in relation to a single Lender), an amount equal to the Illegality Payment shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (b) If a Due Date occurs at any time the Letter of Credit is outstanding after any of the events specified in clauses 9.4 (Total Loss) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may direct. (d) Following the occurrence of an Event of Default which is continuingDefault, and provided that such amount plus any accrued interest or realised profits with respect to such amounts (to the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Creditextent not applied as aforesaid) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed returned to be Receivables and shall be transferred the Parent or be paid by the Issuing Bank at the request relevant Borrower, as applicable, within three Business Days after all Events of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date)Default have been cured or waived.

Cash collateralisation. (a) If a Due Date occurs at any time the Letter of Credit is outstanding and clause 9.1 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single Lender), an amount equal to the Illegality Payment shall be withdrawn by or paid to the Issuing Bank from the ▇L▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (b) If a Due Date occurs at any time the Letter of Credit is outstanding after any of the events specified in clauses 9.4 (Total Loss) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇L▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇L▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇L▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may direct. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇L▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (aA) If and for so long as: (i) the long-term senior unsecured credit rating of a Due Date occurs at Lender is, or is reduced to, below A-(Standard & Poor’s) or A3 (▇▇▇▇▇’▇); or (ii) it becomes unlawful in any time applicable jurisdiction for a Lender to perform its obligations under Clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within two (2) Business Days of the Letter date of Credit is outstanding and clause 9.1 publication by S&P or ▇▇▇▇▇’▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by the LC Issuing Bank, as security for (Illegalitybut without prejudice to) and/or clause 9.5 its obligations under Clause 8.4 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single LenderIndemnities), pay to the LC Issuing Bank an amount equal to its LC Proportion of the Illegality Payment aggregate outstandings under all issued Letters of Credit at such date (the “Cash Deposit”). The Relevant Lender shall, within ten (10) Business Days of any increase in such aggregate outstandings, pay to the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to the LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this Clause 8.10 shall be withdrawn placed by or paid the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) The LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to the LC Issuing Bank from up to (and including) the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by amount of the Borrower Cash Deposit in accordance with this Agreement and applied Clause (D) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Without prejudice to the provisions of Clause 8.4(B), each Relevant Lender hereby irrevocably authorises the LC Issuing Bank to withdraw from any account established pursuant to this Clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under Clause 8.4(B). (E) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under Clause 8.10(A), then (without prejudice to Clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises the Agent to apply its entitlement to sums received by the Agent from any source in respect of payment under, and/or any other sum received by the Agent under or in respect of, the Finance Documents, towards funding such payment obligations; (ii) the Due Amount payable on Borrower and the LC Issuing Bank may (in their sole discretion) agree that Due Date.the Borrower shall pay an amount to the LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) If which shall be placed by the LC Issuing Bank in a Due Date occurs separately designated bank account and shall bear interest (at the rate of interest customarily given by the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any time amounts in, until (but excluding) the Letter date of Credit is outstanding after withdrawal of any amounts from, such account, and (iii) the LC Issuing Bank may withdraw amounts standing to the credit of the events specified in clauses 9.4 such account: (Total Lossa) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to pay the lesser of (i) the Due Amount in respect of that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the LC Issuing Bank from the Borrower (in respect such Relevant Lender’s LC Proportion of the any claim made under a Letter of Credit; and (b) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by as otherwise agreed between the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date. (c) On or promptly after the LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may directBank. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).

Cash collateralisation. (aA) If and for so long as: (i) the long-term senior unsecured credit rating of a Due Date occurs at Lender is, or is reduced to, below BBB- (Standard & Poor’s) or Baa3 (▇▇▇▇▇’▇); or (ii) it becomes unlawful in any time applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five (35) Business Days of the Letter date of Credit is outstanding and publication by S&P or ▇▇▇▇▇’▇ of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 9.1 8.4 (Illegality) and/or clause 9.5 (Right of cancellation in relation to a Defaulting Lender) has become applicable or an amount of cash collateral has been paid pursuant to clause 9.3 (Right of cancellation and prepayment in relation to a single LenderIndemnities), pay to each LC Issuing Bank an amount equal to its LC Proportion of the Illegality Payment aggregate outstandings under all Letters of Credit issued by that LC Issuing Bank at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be withdrawn placed by or paid the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) An LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that LC Issuing Bank from up to (and including) the ▇▇ amount of the Cash Deposit in accordance with clause (E) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor’s) or Baa3 (▇▇▇▇ Collateral Account ▇▇’▇). (E) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises each LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(B). (F) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any Agent to apply its entitlement to sums received by that Agent from any source in respect of payment under, and/or any other sum received by that Agent under or other cash collateral provided in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.Relevant Lender; and (b) If which shall be placed by that LC Issuing Bank in a Due Date occurs separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any time amounts in, until (but excluding) the Letter date of Credit is outstanding after withdrawal of any amounts from, such account, and (iii) that LC Issuing Bank may withdraw amounts standing to the credit of the events specified in clauses 9.4 such account: (Total Lossa) to 9.12 (Automatic cancellation) and/or 31.30 (Acceleration) has occurred, an amount equal to the lesser of (i) the Due Amount in respect of pay that Due Date and (ii) all amounts of cash cover paid to the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the LC Issuing Bank from the Borrower (in respect such Relevant Lender’s LC Proportion of the any claim made under a Letter of Credit) pursuant to this Agreement at that Due Date (and not previously applied pursuant to this clause 7.7) shall be withdrawn by or paid to the Issuing Bank from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement and applied by the Issuing Bank in or towards funding the Due Amount payable on that Due Date.; and (cb) On or promptly after as otherwise agreed between the Original Borrower and that LC Termination Date and provided that no LC Demand is outstanding and no Event of Default has occurred and is continuing, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be paid to the Borrower as it may directBank. (d) Following the occurrence of an Event of Default which is continuing, and provided that the LC Termination Date has occurred, all amounts of cash collateral paid into the ▇▇ ▇▇▇▇ Collateral Account or otherwise received by the Issuing Bank from the Borrower (in respect of the Letter of Credit) pursuant to this Agreement and not otherwise applied in accordance with this Agreement shall be deemed to be Receivables and shall be transferred or be paid by the Issuing Bank at the request of the Facility Agent into the Offshore Revenue Account and applied in accordance with clause 28.18 (Application after Termination Date).