Common use of Cash Collateralization Clause in Contracts

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US a Borrower receives notice from the an Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C applicable LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.19(j), the US such Borrower shall deposit in an account with the applicable Administrative Agent, in the name of the such Administrative Agent and for the benefit of the US applicable Revolving Credit Lenders, an amount in cash equal to (and in the aggregate US L/C same currency or currencies as) the applicable 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 US Event of Default with respect to the US such Borrower described in Section 12.01(d7.1 (h), (i) or (j). Such deposit shall be held by the applicable Administrative Agent as collateral for the payment and performance of the obligations of the US such Borrower under this Agreement. The Such Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the such Administrative Agent and at the US applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US applicable Borrower for the US L/C applicable LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C applicable LC Exposure), be applied to satisfy other US Obligationsobligations of such Borrower under this Agreement. If the US such Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If From and after the Second Amendment Effective Date, as a condition precedent to the issuance by any US Issuing Bank of a Letter of Credit or the amendment to any Letter of Credit outstanding as of the Second Amendment Effective date that has the result of increasing the face amount thereof, Borrower shall provide Cash Collateral in an amount equal to one hundred three percent (103%) of the LC Exposure with respect to such Letters of Credit (or, with respect to a Letter of Credit outstanding as of the Second Amendment Effective Date, in an amount equal to the increase in the face amount thereof, if any). To the extent not cash collateralized pursuant to the prior sentence, if any Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Banks and the Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonon unreimbursed LC Disbursements; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d8.01(g) or (h). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements with respect to such Letters of Credit for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure with respect to such Letters of Credit at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C ExposureLC Exposure and the applicable Issuing Bank), be applied to satisfy other US Obligationsobligations of Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.”

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% a Majority in Interest of the total US L/C ExposureRevolving Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (i) or (j) of Article VII. The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 12.01(d)2.11(b) or 2.20. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% a Majority in Interest of the total US L/C ExposureRevolving Lenders), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after the date on which all US Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Aggregate Revolving Exposure would not exceed the Aggregate Revolving Commitment and no Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Representative receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or at maturity of the US Borrower Loans, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersDomestic Revolving Lenders (the “Domestic LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C Domestic LC Exposure as of such date plus any accrued and unpaid interest thereon, the Company shall deposit in an account with the Ex-Im Revolving Lender, in the name of the Ex-Im Revolving Lender and for the benefit of the Ex-Im Revolving Lender (the “Ex-Im LC Collateral Account”), an amount in cash equal to 105% of the Ex-Im LC Exposure as of such date plus accrued and unpaid interest thereon and/or the Canadian Borrower shall deposit in an account with the Canadian Agent, in the name of the Canadian Agent and for the benefit of the Canadian Revolving Lenders (the “Canadian LC Collateral Account”), an amount in cash equal to 105% of the Dollar Equivalent of the Canadian LC Exposure as of such date plus 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 US Event of Default with respect to the US any Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative applicable Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreementapplicable Secured Obligations. The Administrative applicable Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Company hereby grants the Administrative Agent a security interest in the Domestic LC Collateral Account, each Ex-Im Borrower hereby grants the Ex-Im Revolving Lender a security interest in the Ex-Im LC Collateral Account and the Canadian Borrower hereby grants the Canadian Agent a security interest in the Canadian LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative applicable Agent or the Ex-Im Revolving Lender, as applicable, and at the US applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative applicable Agent or the Ex-Im Revolving Lender, as applicable, to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US applicable Borrower for the US L/C applicable LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure)time, be applied to satisfy other US applicable Secured Obligations. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US applicable Borrower within three Business Days after all US applicable Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to 105% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in paragraph (g) or (h) of Section 12.01(d)8.01. Such deposit shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower in accordance with Article IX. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the US Borrower within three five Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower (i) QVC receives notice from the Administrative Agent or the US Required Tranche 1 Revolving Lenders (or, if the maturity of the US Loans has been accelerated, US and/or Tranche 3 Revolving Lenders with US L/C Tranche 1-3 LC Exposure representing greater than 50% of the total US L/C Exposure) Tranche 1-3 LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower QVC shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Tranche 1 Revolving Lenders and Tranche 3 Revolving Lenders, an amount in cash equal to the aggregate US L/C Tranche 1-3 LC Exposure as of such date plus any accrued and unpaid interest thereon or (ii) the Borrowers receive notice from the Administrative Agent or Tranche 2 Revolving Lenders with Tranche 2 LC Exposure representing greater than 50% of the total Tranche 2 LC Exposure demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Tranche 2 Revolving Lenders, an amount in cash equal to the Tranche 2 LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral pursuant to the foregoing clauses (i) and (ii) 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 US Event of Default with respect to the US a Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US applicable Borrower under this AgreementAgreement with respect to the applicable Revolving Facility. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US applicable Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Revolving Loans has been accelerated (but subject to the consent of US Lenders with US L/C Tranche 1-3 LC Exposure or Tranche 2 LC Exposure, as applicable, representing greater than 50% of the total US L/C Tranche 1-3 LC Exposure or Tranche 2 LC Exposure, respectively), be applied to satisfy other US Obligationsobligations of the applicable Borrower under this Agreement with respect to the applicable Revolving Facility. If the US either Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Euro Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US or the Euro Revolving Credit Lenders with US L/C Euro LC Exposure representing greater than 50% of the total US L/C Exposure) Euro LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the US Euro Borrower shall deposit in an account with the Euro Administrative Agent, in the name of the Euro Administrative Agent and for the benefit of the US Euro Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C Euro LC Exposure as of such date plus any accrued and unpaid interest thereonthereon minus the amount on deposit in such account that has not been applied against the Obligations of the Euro Borrower hereunder; 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 US Event of Default with respect to the US Euro Borrower described in clause (h) or (i) of Section 12.01(d)7.01. Such deposit shall be held by the Euro Administrative Agent as collateral for the payment and performance of the obligations Obligations of the US Euro Borrower under this Agreement. The Euro Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Euro Administrative Agent (but, if so made, shall be limited to overnight bank loans or other Euro-denominated investments generally comparable to those described in clauses (a) through (f) of Permitted Investments) and at the US Euro Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Euro Administrative Agent to reimburse the applicable US Euro Issuing Bank Lender for US Reimbursement Obligations Euro LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Euro Borrower for the US L/C Euro LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Euro Revolving Credit Lenders with US L/C Euro LC Exposure representing greater than 50% of the total US L/C Euro LC Exposure), be applied to satisfy other US Obligationsobligations of the Euro Borrower under this Agreement. If the US Euro Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Euro Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower either Loan Party described in clause (h) or (i) of Article VII. The Borrower shall also deposit cash collateral in accordance with this paragraph as and to the extent required by Section 12.01(d)2.22. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US any Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (which will use reasonable efforts to obtain a return at market rates for such cash deposits) and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company receives notice from the Administrative Agent or Agent, the US Required Lenders (or, if after the maturity of the US Commitments shall have been terminated or Loans has been acceleratedaccelerated pursuant to Article VII, US Lenders with US L/C Exposure representing greater more than 50% of the total US L/C Exposure) aggregate LC Exposures, demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Company shall deposit (or shall make other collateral arrangements satisfactory to the Administrative Agent) in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower Company described in Section 12.01(d)clause (g) or (h) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent in liquid, highly-rated investments and at the US BorrowerCompany’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US any Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers, as applicable, for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% holding a majority in interest of the total US L/C ExposureRevolving Credit Exposures and unused Commitments), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Company within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower CCSC receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Tranche A Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower CCSC shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US any Borrower described in clause (i) of Section 12.01(d)7.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower CCSC under this AgreementAgreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US BorrowerCCSC’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower CCSC for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Tranche A Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower CCSC within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US U.S. Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US LC Facility Lenders with US L/C LC Facility LC Exposure representing greater than 50% of the total US L/C LC Facility LC Exposure and/or Revolving Lenders with Revolving LC Exposure representing greater than 50% of the total Revolving LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or if a Borrower is required to cash collateralize Revolving Letters of Credit pursuant to Section 2.09(d), the US each Borrower shall deposit in an account with one or more accounts which shall by established at such time by the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, the Issuing Banks and the LC Facility Issuing Bank, an amount in cash in the currency in which the applicable LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, is denominated equal to the aggregate US L/C LC Facility LC Exposure and/or the Revolving LC Exposure, as applicable, as of such date plus any accrued and unpaid interest fees 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 US Event of Default described in Section 7.01(f) or (g) with respect to the US Borrower described in Section 12.01(d)for which such Letter of Credit was issued. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this AgreementAgreement with respect to such LC Facility LC Exposure and/or Revolving LC Exposure and shall be invested in short term cash equivalents selected by the Agent in its sole discretion (it being understood that the Agent shall in no event be liable for the selection of such cash equivalents or for investment losses with respect thereto, including losses incurred as a result of the liquidation of such cash equivalents prior to stated maturity). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank or the LC Facility Issuing Bank, as applicable, for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C LC Facility LC Exposure and/or Revolving LC Exposure, as applicable, at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure), be applied to satisfy other US Obligationstime. If the US any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower promptly and in any event within three Business Days after all US Events of Default have been cured or waived. If any Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.05(c), such amount (to the extent not applied as aforesaid) shall be returned to such Borrower as and to the extent that, after giving effect to such return, such Borrower would remain in compliance with Section 2.05(c) and no Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Revolving Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% fifty-one percent (51%) of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon, if any, as of such date; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII and upon the maturity of the Loans, whether by acceleration or lapse of time. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% at least fifty-one percent (51%) of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Administrative Borrower receives written notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause (i), the US Borrower Borrowers shall deposit on terms and in an account with accounts satisfactory to the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US any Borrower described in Section 12.01(d8.01(g) or (h). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Funds so deposited shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder under this Section 2.18(i) as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the US Administrative Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, Corel shall, on the Business Day that the US Borrower receives they receive notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the US Borrower shall deposit in an account with the Administrative AgentCollateral Agent (the "L/C COLLATERAL ACCOUNT"), in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)date. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations Obligations with respect to Revolving Loans and Letters of the US Borrower under this AgreementCredit. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the US Borrower Corel for the US L/C Exposure at such time or, and (iii) if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other US Obligationsthe Obligations with respect to Revolving Loans and Letters of Credit. If the US Borrower Corel is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such the amount remaining on deposit in the account as described above (to the extent not applied as aforesaid) shall be returned to the US Borrower Corel within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50103% of the total US L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphclause (j), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Banks and the Lenders, an amount in cash equal to 103% of the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, payable without demand or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(d7.1(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the US Borrower under this AgreementIssuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral to secure the Secured Obligations, free and clear of all other Liens. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such cash collateral account. Moneys in such cash collateral account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50103% of the total US L/C aggregate LC Exposure), shall be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. Following the Termination Date, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon or make other arrangements with respect to such LC Exposure satisfactory to the Administrative Agent and the applicable Issuing Bank; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have the exclusive dominion and control, including the exclusive right of withdrawal, over such account, subject to the requirements of any applicable intercreditor arrangement. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall may be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall may be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US any Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the US Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default such Defaults have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Tranche A Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, Borrower shall, subject to compliance with the US Borrower shall Security Agreement, deposit on terms and in an account with interest bearing accounts reasonably satisfactory to the Administrative Agent, in the name of the Administrative Collateral Agent and for the benefit of the US Tranche A Revolving Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral (subject to compliance with the Security Agreement) 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 US Event of Default with respect to the US Borrower described in Section 12.01(d8.01(g) or (h). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account Funds so deposited shall be applied by the Collateral Agent, upon instruction by the Administrative Agent in its capacity as the Applicable Priority Lien Representative under and as defined in the Security Agreement, to reimburse (after the applicable US payment of all costs and reasonable expenses incurred by the Collateral Agent and other Agents (as defined in the Security Agreement), in each case, as set forth in Section 5.5 of the Security Agreement) the Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Tranche A Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsthe Secured Obligations (as defined in the Security Agreement) and in accordance with Section 5.5 of the Security Agreement. If If, subject to compliance with the US Security Agreement, Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence existence of a US an Event of Default, such amount plus any accrued interest or realized profits with respect to such amounts (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Agent receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total US L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall immediately deposit in an account with into the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, Cash Collateral Account an amount in cash equal to 103% of the aggregate US total L/C Exposure Obligations 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)Sections 11.1.7 or 11.1.8. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent In addition, and without limiting the foregoing or Section 2.4.6, if any L/C Obligations remain outstanding after the expiration date specified in Section 2.4.6, the Borrowers shall have exclusive dominion immediately deposit into the Cash Collateral Account an amount in cash equal to 103% of such L/C Obligations as of such date plus any accrued and control, including the exclusive right of withdrawal, over such accountunpaid interest thereon. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe Collateral Account. Moneys Monies in such account the Cash Collateral Account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C Exposure Obligations at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure Obligations representing greater than 5066-2/3% of the total US L/C ExposureObligations), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US or the Revolving Credit Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon minus the amount on deposit in such account that has not been applied against the Obligations of the US Borrower hereunder; 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 US Event of Default with respect to the US Borrower described in clause (h) or (i) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans or other dollar-denominated investments generally comparable to those described in clauses (a) through (f) of Permitted Investments) and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Lender for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other obligations of the US ObligationsBorrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders holding at least fifty percent (50%) of the Commitments (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 demand, notice of acceleration, notice of intent to accelerate or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of ARTICLE VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent consistent with the Administrative Agent's usual practices and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (A) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Facility Lenders under the Revolving Facility (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), the US Borrower shall deposit in an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to one hundred two percent (102%) of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d7.01(h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance satisfaction of the obligations of the US Borrower under this AgreementLC Exposure. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank ratably (based on the unreimbursed LC Disbursements held by each Issuing Bank) for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (x) any US Event of Default shall occur and be continuing, on the Business Day that the US Administrative Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the US Borrower Borrowers, jointly and severally, shall deposit in an account with the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the US LendersSecured Parties, an amount in cash equal to 103% of the aggregate US L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided 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 US Event of Default with respect to the US any Borrower described in clause (g) or (h) of Section 12.01(d)8.01. Such deposit shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure)accelerated, be applied to satisfy other US ObligationsSecured Obligations of the Borrowers in accordance with Article IX. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be returned to the US Administrative Borrower within three 10 Business Days after all US Events of Default have been cured or waived. To secure the LC Exposure and the other Secured Obligations, the Borrowers and Subsidiary Guarantors hereby grant a security interest to the Collateral Agent in any cash collateral deposited with the Collateral Agent, including the LC Sub-Account.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Lead Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersIssuing Banks and Lenders (the “LC Collateral Account”), an amount in cash equal to the aggregate US L/C Dollar Equivalent of 103% of the LC Exposure as of such date plus any accrued and unpaid interest thereonthereon (all obligations to deposit such cash collateral, “Cash Collateral Obligations”); provided that the obligation to deposit such cash collateral Cash Collateral Obligations 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 US Event of Default with respect to the US any Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made solely in Cash Equivalents at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the each applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of DefaultDefault as set forth above or as required in the two immediately succeeding sentences, such amount (to the extent not applied as aforesaid) shall be returned to the US Lead Borrower within three (3) Business Days after all US Events of Default have been cured or waivedwaived or such LC Exposure no longer exceeds (or no longer exceeds 103% of) the LC Sublimit or the Applicable LC Fronting Sublimit, as applicable. If the Administrative Agent or an Issuing Bank notifies the Lead Borrower at any time that the LC Exposure at such time exceeds the LC Sublimit, or the face amount of Letters of Credit issued by any Issuing Bank exceeds such Issuing Bank’s Applicable LC Fronting Sublimit, other than as a result of fluctuations in currency exchange rates, then, within three Business Days after receipt of such notice, the Borrowers shall provide cash collateral for the LC Exposure in an amount not less than the amount of such excess. If at any time, including any Revaluation Date, solely as a result of fluctuations in currency exchange rates, the LC Exposure at such time exceeds 103% of the LC Sublimit, or the face amount of Letters of Credit issued by any Issuing Bank exceeds 103% of such Issuing Bank’s Applicable LC Fronting Sublimit, then within three Business Days after the receipt of such notice the Borrowers shall provide cash collateral for the LC Exposure in an amount not less than the amount of such excess.

Cash Collateralization. If any US Event of Default shall occur and be continuingcontinuing or if the Borrowers are required to provide cash collateral pursuant to Section 2.10(b), on the Business Day that the US Borrower receives Borrowers receive notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater not less than 5051% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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, (i) upon the occurrence of any US Event of Default with respect to the US either Borrower described in clause (g) or (h) of Article VII or (ii) upon the occurrence of the circumstances described in Section 12.01(d2.10(b). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement, and the Borrowers hereby grant the Lenders a security interest in all funds and investments in such account to secure such obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater not less than 5051% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersLenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuingcontinuing or if the Borrowers are required to provide cash collateral pursuant to Section 2.10(b) or if FCX gives written notice to the Administrative Agent that it elects to provide cash collateral for purposes of Section 6.14 and 6.15, on the Business Day that on which the US Borrower receives Borrowers receive notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or on the US Borrower date FCX provides notice of such election, as applicable, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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, (i) upon the occurrence of any US Event of Default with respect to the US either Borrower described in clause (g) or (h) of Article VII or (ii) upon the occurrence of the circumstances described in Section 12.01(d2.10(b). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement, and the Borrowers hereby grant the Lenders a security interest in all funds and investments in such account to secure such obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of DefaultDefault or FCX elects to provide such collateral for purposes of Section 6.14 and 6.15, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers (i) in the case of any Event of Default, within three Business Days after all US Events of Default have been cured or waived, or (ii) in the case of any such election, after the delivery of financial statements showing compliance with the financial ratio requirements set forth in Sections 6.14 and 6.15 or after receipt of written consent to such release from the Required Lenders.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Revolving Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C Exposure Obligations representing greater than 50at least 66-2/3% of the total US L/C ExposureObligations) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall immediately deposit in into an account with established and maintained on the Administrative Agent, in the name books and records of the Administrative Agent and for (the benefit of the US Lenders, “L/C Collateral Account”) an amount in cash equal to 102% of the aggregate US total L/C Exposure Obligations 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 US Event of Default with respect to the US Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. In addition, and without limiting the foregoing or paragraph (d) of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said paragraph (d), the Borrower shall immediately deposit into the L/C Collateral Account an amount in cash equal to 102% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe L/C Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe L/C Collateral Account. Moneys in such account the L/C Collateral Account shall be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure Obligations at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C Exposure Obligations representing greater than 5066-2/3% of the total US L/C ExposureObligations), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three five Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) the Maturity Date shall have occurred and Letters of Credit remain outstanding, the US each Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersIssuing Banks and the Lenders (the “Cash Collateral Account”), an amount in cash equal to the aggregate US L/C LC Exposure for the account of such Borrower 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 presentment, protest or other notice of any kind, all of which are expressly waived by the Borrowers, upon the occurrence of any US Event of Default with respect Bankruptcy Event. Each Borrower hereby grants to the US Borrower described in Section 12.01(d). Such deposit shall be held by the Administrative Agent as collateral Agent, for the payment and performance benefit of the Issuing Banks and the Lenders, a Lien upon and security interest in such Cash Collateral Account and all amounts held therein from time to time as security for LC Exposures for the account of such Borrower, and for application to such Borrower’s reimbursement obligations of as and when the US Borrower under this Agreementsame shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers, as applicable, for the US L/C LC Exposure at such time or, if the maturity of the US Revolving Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived. Borrower agrees to take all reasonable actions necessary on the Borrower’s part to preserve the tax-exempt status of any tax-exempt bonds secured by any Letter of Credit, including but not limited to making yield reduction payments on any investment earnings on amounts in the Cash Collateral Account (but only as to such portion of the Cash Collateral Account equal to the principal amount of any outstanding tax-exempt bonds).

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5050.0% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of itself, the US Issuing Bank and the Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementAgreement and the Borrower does hereby grant a security interest in favor of the Administrative Agent in and to such cash collateral as security for the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5050.0% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US any Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Obligations under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of deposit cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower (i) within three Business Days after all US Events of Default have been cured or waivedwaived or (ii) immediately after the payment and performance in full of all Obligations hereunder and the termination of this Agreement.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Multicurrency Tranche Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Multicurrency Tranche Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided PROVIDED that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand presentment, protest or other notice of any kind, all of which are expressly waived by the Borrowers, upon the occurrence of any US Event of Default with respect to the US Borrower Company or any Subsidiary described in Section 12.01(d)clause (g) or (h) of Article VI. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Company's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers, as applicable, for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Multicurrency Tranche Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Company within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower CCSC receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Tranche A Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower CCSC shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US any Borrower described in clause (i) of Section 12.01(d)7.01. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower CCSC under this AgreementAgreement and CCSC hereby grants the Administrative Agent a security interest in respect of each such deposit and the account in which such deposits are held. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s CCSC's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower CCSC for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Tranche A Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower CCSC is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower CCSC within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5066-2/3% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon, if any; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article IX. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5066-2/3% or more of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of the Borrower under this Agreement and to the extent any excess remains after payment in full in cash of all Obligations and the termination of all Revolving Commitments, such excess shall be released to the Borrower. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% 66-⅔% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(11), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such amount as cash collateral shall become effective immediately, and such deposit amount to be so deposited shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(d7.1(g), 7.1(h) or 7.1(i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% 66-⅔% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waivedwaived or the total LC Exposure is reduced to nil.

Cash Collateralization. If (A) any US Event of Default shall occur and be continuing, on the within one (1) Business Day that after the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (B) required by Section 2.06(c), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (i) or (j) of Article VII. Such deposit shall be held by the Administrative Agent as collateral in the first instance for the satisfaction of the LC Exposure with respect to the Borrower under this Agreement and thereafter for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent after consultation with the Borrower and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives Borrowers receive notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the joint and several obligation of the Borrowers 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 US Event of Default with respect to the US a Borrower described in clauses (f) or (g) of Section 12.01(d)9.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, as defined in the Uniform Commercial Code of the State of New York, including the exclusive right of withdrawal, over such account. Other than any Such deposits shall be invested so as to earn interest earned at such rate on overnight deposits as the investment of Administrative Agent may reasonably obtain, but such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the joint and several reimbursement obligations of the US Borrower Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit (“Cash Collateralize”) in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders and the Issuing Bank, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral Cash Collateralize 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent (upon the request of the Required Lenders) or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to 105% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(dclause (e), (f) or (g) of Article VI. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole reasonable discretion of the Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders holding at least fifty percent (50%) of the Commitments (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 demand, notice of acceleration, notice of intent to accelerate or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent consistent with the Administrative Agent’s usual practices and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from continuing and the Administrative Agent or the US Required Lenders shall demand that the L/C Exposure be cash collateralized, (or, if ii) the maturity of the US Loans has been accelerated, US Lenders with US shall be accelerated pursuant to Article VIII or (iii) the Borrower shall be required to provide cash collateral for a portion of the L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.13(a), the US Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C Exposure (or, in the case of a deposit pursuant to clause (iii) above, the portion of the L/C Exposure required to be collateralized) 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)date. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time or, and (iii) if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% 50 percent of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder (x) as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.waived and or (y) pursuant to Section 2.13(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the elimination the excess of the aggregate L/C Exposure over the Total Revolving Credit Commitment. (k)

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersLenders (the “LC Collateral Account”), an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreementapplicable Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US applicable Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events such Event of Default have has been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US applicable Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US USD Revolving Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US such Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations with respect to Letters of the US Borrower Credit under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US applicable Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of such Borrower under this Agreement. If the US any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) ), together with any interest amount thereon, shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Canco receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral 60 55 pursuant to this paragraphparagraph (h), the US Borrower Canco shall deposit in an account with the Canadian Administrative Agent, in the name of the Canadian Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid fees and 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 US Event of Default with respect to the US Borrower Canco described in Section 12.01(d)paragraph (g) or (h) of Article VIII. Such Each such deposit shall be held by the Canadian Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Canco under this Agreement. The Canadian Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Canadian Administrative Agent and at the US Borrower’s Canco's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Canadian Administrative Agent to reimburse the applicable US Issuing Bank Facing Agent for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Canco for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of Canco under this Agreement. If the US Borrower Canco is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Canco within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company, on behalf of the Borrowers, receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50at least 51% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (h) or (i) of Section 12.01(d)7.1. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account, and the Borrower shall take such action, as may be reasonably requested by the Administrative Agent, to ensure that the Administrative Agent has a perfected security interest in such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks, pro rata, for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US the Lenders with US L/C LC Exposure representing greater than 50at least 51% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US a Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Parent receives notice from the Administrative Agent or Agent, the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US the Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to to, and in the same currencies as, the aggregate US L/C Exposure undrawn amount of all Letters of Credit as of such date plus and the aggregate amount of all LC Disbursements in respect of Letters of Credit that have not been reimbursed by or on behalf of the Borrowers or converted into a Loan pursuant to Section 2.05(e) as of such date and, in each case, 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 US Event of Default with respect to the US any Borrower described in clause (h) or (i) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans or investments generally comparable to those described in clauses (a) through (e) of Permitted Investments) and at the US Borrower’s Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Lender for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US a Borrower receives notice from the an Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C applicable LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(j), the US such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to (and in the aggregate US L/C same currency or currencies as) the applicable 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 US Event of Default with respect to the US such Borrower described in Section 12.01(d7.1 (h), (i) or (j). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US such Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any Any such deposits shall bear interest earned on for the investment account of such deposits, which investments shall be made Borrower at the option and sole discretion of rate then customarily paid by the Administrative Agent for deposits of similar currency, amount and at the US Borrower’s risk and expensetenor, which interest shall be credited to such deposits shall not bear interestaccount. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US applicable Borrower for the US L/C applicable LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C applicable LC Exposure), be applied to satisfy other US Obligationsobligations of such Borrower under this Agreement. If the US such Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount together with all interest earned thereon (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, upon such demand, the US Borrower shall deposit deposit, in an account with the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 101.5% of the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereondate; 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 US Event of Default with respect to the US Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations Secured Obligations in accordance with the provisions of the US Borrower under this Agreementparagraph (j). The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Collateral Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (together with all interest and other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned promptly to the US Borrower within but in no event later than three (3) Business Days after all US Events such Event of Default have has been cured or waived.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% 66b% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph or (ii) a Change in Control shall occur, the US Borrower Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US either Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this AgreementAgreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, deposits (which investments shall be made at the option and sole Five-Year Facility 33 discretion of the Administrative Agent Agent, but only in investments rated at least AA (or equivalent) by at least one nationally recognized rating agency, if such deposit has been made by reason of a Change in Control having occurred, and in any event at the US Borrower’s Company=s risk and expense, ) such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountaccount and may, subject to the immediately preceding sentence be reinvested from time to time. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% 66b% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement and the other Loan Documents. If the US Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Company within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (i) there exists any US LC Exposure on the Initial Maturity Date and the Maturity Date has not been extended pursuant to Section 2.21, (ii) any Event of Default shall occur and be continuing, then on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (iii) the US Borrower is required to pay to the Administrative Agent the excess attributable to an LC Exposure pursuant to Section 2.21(b), then the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Banks and the Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest and fees 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as As collateral security for the payment and performance of the obligations of the US Borrower under this Agreement, the Borrower hereby grants to the Administrative Agent, for the benefit of each Issuing Bank and the Lenders, a first priority security interest in such account and all amounts and other property from time to time deposited or held in such account, and all proceeds thereof, and any substitutions and replacements therefor. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in one or more types of Cash Equivalents at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse ratably the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to (i) the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C ExposureLC Exposure and (ii) in the case of any such application at a time when any Lender is a Defaulting Lender (but only if, after giving effect thereto, the remaining cash collateral shall be less than the aggregate LC Exposure of all the Defaulting Lenders) the consent of each Issuing Bank), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, and the Borrower is not otherwise required to pay to the Administrative Agent the excess attributable to an LC Exposure pursuant to Section 2.21(b), such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.21, such portion of the cash collateral (to the extent not applied as aforesaid) shall be returned to the Borrower as promptly as practicable to the extent that the LC Exposure of the Issuing Banks is covered by the Commitments or the remaining cash collateral.

Cash Collateralization. If (x) any US Event of Default shall occur and be continuing, on the Business Day that the US Administrative Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection2.18(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the US Borrower Borrowers, jointly and severally, shall deposit in an account with the Administrative AgentLC Sub-Account, in the name of the Administrative Collateral Agent and for the benefit of the US LendersSecured Parties, an amount in cash equal to 103% of the aggregate US L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided 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 US Event of Default with respect to the US any Borrower described in clause (g) or (h) of Section 12.01(d)8.01. Such deposit shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure)accelerated, be applied to satisfy other US ObligationsSecured Obligations of the Borrowers in accordance with ArticleIX. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with ArticleIX, be returned to the US Administrative Borrower within three 10 Business Days after all US Events of Default have been cured or waived. To secure the LC Exposure and the other Secured Obligations, the Borrowers and Subsidiary Guarantors hereby grant a security interest to the Collateral Agent in any cash collateral deposited with the Collateral Agent, including the LC Sub-Account.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon or make other arrangements with respect to such LC Exposure satisfactory to the Administrative Agent and the applicable Issuing Bank; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have the exclusive dominion and control, including the exclusive right of withdrawal, over such account, subject to the requirements of any applicable intercreditor arrangement. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall may be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall may be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Level 3 receives notice from the Administrative Agent or upon the US instructions of the Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower RC Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Level 3 or any RC Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower RC Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in readily marketable Permitted Investments maturing in not more than 60 days, which investments Permitted Investments shall be made at the option and sole discretion direction of the Administrative Agent Level 3 and at the US Borrower’s RC Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower RC Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers (including BTE) under this Agreement. If the US an RC Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US RC Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Co-Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Co-Administrative Agent, in the name of the Co-Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such Each such deposit shall be held by the Co-Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement, and the Borrower hereby grants the Co-Administrative Agent, for the benefit of the Lenders, a security interest in all funds and investment from time to time in such account, and the proceeds thereof, to secure such obligations. The Co-Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Co-Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Co-Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Class Lenders under the Revolving Credit Facility (or, if the maturity of the US Loans has been accelerated, US Revolving Credit Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (j) of this Section 2.05, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)paragraphs (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations monetary Obligations of the US Borrower under this AgreementBorrower. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing rep- resenting greater than 50% of the total US L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraphpara- graph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Lenders, an amount in cash Dollars equal to 102% of the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) amount payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that LC Disbursements in an Alternative Currency in respect of which the Borrower’s reimbursement obligations have been converted in Dollars as provided in paragraph (e) or (l) of this Section and interest accrued thereon shall be payable in Dollars, and (ii) 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 oc- xxxxxxxx of any US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementAgreement with respect to the Revolving Facility. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement with respect to the Revolving Facility. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative AgentCash Collateral Account, in the name of the Administrative Collateral Agent and for the benefit of the US LendersSecured Parties, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; provided 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (g) or (h) of Article VIII. Such Each such deposit shall be held by the Administrative Collateral Agent in a Cash Collateral Account pursuant to Section 9.01, as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, deposits (which investments shall be made solely in cash and Cash Equivalents, and at the option and sole discretion of the Administrative Agent Collateral Agent, and at the US Borrower’s risk and expense, expense of Borrower) such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall be returned to Borrower within three Business Days after all Events of Default have been cured or waived. If Borrower is required to provide an amount of such collateral hereunder pursuant to Section 2.10(b), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the US extent that, after giving effect to such return, Borrower within three Business Days after all US Events would remain in compliance with Section 2.10(b) and no Default or Event of Default shall have been cured or waivedoccurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(i), the US Borrower shall deposit in an account with designated by the Administrative Collateral Agent, in the name of the Administrative Collateral Agent and for the benefit of the US LendersRevolving Lenders (the “LC Sub-Account”), an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)paragraph (g) or (h) of Article VIII. Such deposit shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower in accordance with Article IX. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be promptly returned to the US Borrower (but in any event within three ten Business Days Days) after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower and/or Alpha receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower and/or Alpha, as applicable, shall deposit in an account with the Administrative AgentLC Collateral Account, in the name of the Administrative Collateral Agent and for the benefit of the US LendersSecured Parties, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower and/or Alpha described in Section 12.01(d)clause (g) or (h) of Article VIII. Such Each such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower and Alpha under this Agreement. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Collateral Agent and at the US Borrower’s risk and expenseexpense of Borrower and Alpha, as applicable, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower and/or Alpha for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower. If the US Borrower and/or Alpha is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest or realized profits of such amounts (to the extent not applied as aforesaid) shall, at the written request of Borrower, be returned to Borrower and/or Alpha within three Business Days of such notice if and only if all Events of Default have been cured or waived. If Borrower and/or Alpha is required to provide an amount of such collateral hereunder pursuant to Section 2.10(c), such amount plus any accrued interest or realized profits on account of such amount (to the extent not applied as aforesaid) shall be returned to Borrower or Alpha, as applicable, on a quarterly basis as and to the US extent that, after giving effect to such return, Borrower within three Business Days after all US Events would remain in compliance with Section 2.10(c) and no Default or Event of Default shall have been cured or waivedoccurred and be continuing.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuingcontinuing or (ii) to the extent and so long as the Aggregate Domestic L/C Exposure exceeds the Total Domestic Revolving Credit Commitment or the Aggregate Multicurrency L/C Exposure exceeds the Total Multicurrency Revolving Credit Commitment, the Borrowers shall, on the Business Day that the US Borrower after Terex receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the US Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash in the currency determined by the Collateral Agent equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)date. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable US any Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C Exposure at such time or, and (iii) if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other US the Obligations. If the US any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default have been cured or waived. If any Borrower is required to provide an amount of cash collateral pursuant to clause (ii) of the first sentence of this paragraph (j), such amount shall be returned to such Borrower from time to time to the extent that the amount of such cash collateral held by the Collateral Agent exceeds the excess, if any, of the L/C Exposure over the Total Revolving Credit Commitment so long as no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphparagraph (or automatically upon the occurrence of an Event of Default under Section 6.01(e)) or in the event the Borrower is otherwise required to deposit cash collateral pursuant to the provisions of this Agreement, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to 103% of the aggregate US L/C Exposure LC Obligations 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 US Event of Default with respect to the US Borrower described in Section 12.01(d6.01(e). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank LC Issuer for US Reimbursement Obligations amounts paid by such LC Issuer in respect of a Facility LC for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure LC Obligations at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure)accelerated, be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. For the avoidance of doubt, no Lender shall have any reimbursement obligations under Section 2.16.5 in respect of any LC Obligations with respect to any Facility LC for which cash collateral has been deposited in accordance with the terms of this Agreement.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) Banks demanding the deposit of cash collateral pursuant to this paragraphparagraph or if Borrower is otherwise required to provide cash collateral for LC Exposures under Section 4.4(b), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersBanks, to be held by Agent as collateral for the payment and performance of the obligations of Borrower under this Agreement, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonletter of credit fees relating thereto pursuant to clause (k) of this Section; 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, CREDIT AGREEMENT, Page 19 upon the occurrence of any US Event of Default with respect to the US Borrower described in clause (e) or (f) of Section 12.01(d)10.1 or on the Revolving Termination Date if any Letter of Credit has an expiration date beyond the Revolving Termination Date. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of Agent in Investments of the Administrative Agent type permitted by clauses (a), (b), (c), (e), (h), and (i) of Section 8.5 hereto and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it is entitled to pursuant to clause (e) of this Section and for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders the Banks with US L/C LC Exposure representing greater than 50% fifty-one percent (51%) of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be promptly returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 5066-2/3% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C Exposure as of such date plus any accrued and unpaid interest thereon, if any; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without CONCHO AMENDED AND RESTATED CREDIT AGREEMENT demand or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in clause (f) or (g) of Section 12.01(d)8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank L/C Issuer for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 5066-2/3% or more of the total US L/C Exposure), be applied to satisfy other US ObligationsObligations and to the extent any excess remains after payment in full in cash of all Obligations and the termination of all Commitments, such excess shall be released to the Borrower. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C aggregate LC Exposure) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphclause (j), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Banks and the Lenders, an amount in cash equal to 105% of the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such cash collateral Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, payable without demand or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(dSections 7.1 (h) or (i). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations. The Borrower hereby grants to the Administrative Agent, for the benefit of the US Borrower under this AgreementIssuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral to secure the Secured Obligations, free and clear of all other Liens (other than Liens securing the Permitted Secured Notes or the Permitted Refinancing Debt). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on Cash Collateral account and the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits amounts deposited therein shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such Cash Collateral account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C aggregate LC Exposure), shall be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. Following the Termination Date, the balance, if any, in such Cash Collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives Borrowers receive notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders or Revolving (Canadian) Lenders, as the case may be, with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphPARAGRAPH (h), the US Borrower (i) Stone shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C Revolving Facility LC Exposure as of such date plus PLUS any accrued and unpaid fees and interest thereon and (ii) SSC Canada shall deposit in an account with the Canadian Administrative Agent, in the name of the Canadian Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the Revolving (Canadian) Facility LC Exposure as of such date PLUS any accrued and unpaid fees and interest thereon; provided , 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 US Event of Default with respect to the US either Borrower described in Section 12.01(d)PARAGRAPH (g) or (h) of ARTICLE VIII. Such Each such deposit shall be held by the Administrative Agent or the Canadian Administrative Agent, as applicable, as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent and Canadian Administrative Agent, as applicable, shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and the Canadian Administrative Agent, as applicable, and at the US Borrower’s Borrowers' risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent and the Canadian Administrative Agent to reimburse the applicable US Issuing Bank Facing Agent for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Stone for the US L/C Revolving Facility LC Exposure and SSC Canada for the Revolving (Canadian) Facility LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders or Revolving (Canadian) Lenders, as the case may be, with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US applicable Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C aggregate LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C amount of 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such accountthe LC Collateral Account. Moneys in such account the LC Collateral Account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C aggregate LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default such Defaults have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C amount of 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any investments in money market mutual or similar funds, such deposits shall not be invested by the Administrative Agent. Other than interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseinvestments, such deposits shall not bear interest. Notwithstanding the foregoing, such deposits shall not be invested by the Administrative Agent unless so requested by the Borrower and all such investments shall be at the Borrower’s risk and expense. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% a majority of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall only be in Permitted Investments (or as otherwise agreed by the Borrower and the Administrative Agent) and shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% a majority of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waivedwaived or upon the satisfaction of all obligations of the Borrower under this Agreement and the other Credit Documents.

Cash Collateralization. If any US Event of Default shall occur and ---------------------- be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C ExposureLC Exposures) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to 100% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in investments maturing within 30 days from the date of acquisition thereof, which investments shall be made at the option and sole discretion reasonable request of the Administrative Agent Borrower and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C ExposureLC Exposures), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50at least 51% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to 105% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (h) or (i) of Article VII or (ii) any Letter of Credit shall have an expiration date after the Maturity Date, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 105% of the face amount of such Letter of Credit by the date prescribed by Section 12.01(d2.06(c). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50at least 51% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, the Borrower shall on the Business Day that the US Borrower it receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Participating Lenders with US L/C Exposure holding participations in Outstanding Letters of Credit and Outstanding Bankers' Acceptances representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all Outstanding Letters of Credit and the aggregate amount of Outstanding Bankers' Acceptances) demanding the deposit of cash collateral pursuant to this paragraphtherefor, the US Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the US Participating Lenders, an amount in cash equal to the aggregate US LLC/C BA 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)date. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (a) automatically be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Fronting Banks on a pro rata basis for US Reimbursement Obligations for which it has not been reimbursed andLC Disbursements and BA Disbursements, to the extent not so applied, shall (b) be held for the satisfaction of the reimbursement obligations of the US Borrower for the US LLC/C BA Exposure at such time or, and (c) if the maturity of the US Loans has been accelerated (but subject to the consent of US Participating Lenders with US L/C Exposure holding participations in Outstanding Letters of Credit and Outstanding Bankers' Acceptances representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all Outstanding Letters of Credit and the aggregate amount of all Outstanding Bankers' Acceptances), be applied to satisfy other US the Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Company receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C ExposureLC Exposure of all Lenders) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Bank, Administrative Agent, and the Lenders, an amount in cash equal to (1) with respect to a Letter of Credit denominated in Dollars, 100% and (2) with respect to a Foreign Currency Letter of Credit, 105%, in each case of the amount in Dollars (calculated using the applicable Exchange Rate in effect on such date) equal to the LC Exposure in the aggregate US L/C Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing may, if agreed by the Company and the Administrative Agent, be deposited in the applicable Foreign Currencies in an amount equal to the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 US Event of Default with respect to the US Borrower Company described in clause (h) or (i) of Article VII. For the purposes of this paragraph, the Foreign Currency LC Exposure in Dollars shall be calculated using the applicable Exchange Rates on the date notice demanding cash collateralization is delivered to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 12.01(d)2.11.2. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option Company’s risk and sole discretion expense and in such short-term certificates of deposit of the Administrative Agent or other short-term money market investments as may be requested by the Company and at approved by the US Borrower’s risk Administrative Agent (and expensesubject to the execution and delivery by the Company and any third party issuer or intermediary with respect to such investments (other than investments in accounts maintained with or by (as customer) the Administrative Agent) of a control agreement in respect of any such investments in form and substance satisfactory to the Administrative Agent), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Company for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C ExposureLC Exposure of all Lenders), be applied to satisfy other US ObligationsObligations under this Agreement. If the US Borrower Company is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Company within three Business Days after all US Events of Default have been cured or waivedwaived or all of the Obligations have been paid in full, all outstanding Letters of Credit have been cancelled or terminated, and all Commitments have been terminated.

Cash Collateralization. If any US Event of Default shall occur and be continuing, the Borrowers shall, on the Business Day that the US Lead Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit) demanding thereof and of the deposit of cash collateral pursuant amount to this paragraphbe deposited, the US Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US 105% of L/C Exposure as of such date plus any accrued and unpaid interest thereondate; provided that the obligation to deposit such cash collateral shall will become effective immediately, and such deposit shall will become immediately due and payablepayable in immediately available funds, without demand or other notice of any kind, upon the occurrence of any US an Event of Default with respect to the US Borrower described in Section 12.01(d7.01(f) or (g). Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option account and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C Exposure at such time or, and (iii) if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other US the Obligations. If the US Borrower is Borrowers are required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Borrowers within three Business Days after all US Events of Default have been cured or waived. Upon the payment in full of all Obligations (other than contingent indemnity obligations as to which no claim has been made) the termination of all Commitments and the cancellation of all Letters of Credit, the balance, if any, in such cash collateral account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto).

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C amount of 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that on which the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereon; , provided that (i) amounts payable in respect of any Letter of Credit or LC Disbursement shall be payable in the currency of such Letter of Credit or LC Disbursement, except that (A) all amounts related to the undrawn portion of any Letter of Credit denominated in a Designated Foreign Currency shall be deposited in dollars in an amount equal to the US Dollar Equivalent of the undrawn amount of such Letter of Credit and (B) all LC Disbursements related to any Letter of Credit denominated in a Designated Foreign Currency shall be deposited in dollars in an amount calculated as provided in paragraph (e) above and interest accrued thereon shall be payable in dollars, and (ii) 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 US Event of Default with respect to the US Borrower described in paragraph (h) or (i) of Section 12.01(d7.01. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.10(b). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.10(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.10(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or Agent, the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US the Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C Exposure) LC Exposure demanding the deposit of cash collateral pursuant to this paragraph), (i) the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US U.S. Lenders, an amount in cash equal to to, and in the same currencies as, the aggregate US L/C Exposure undrawn amount of all U.S. Letters of Credit as of such date plus and the aggregate amount of all LC Disbursements in respect of U.S. Letters of Credit that have not been reimbursed by or on behalf of the Borrower or converted into a U.S. Loan pursuant to Section 2.05(e) as of such date and, in each case, any accrued and unpaid interest thereon, and (ii) the European Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the European Lenders, an amount in cash equal to, and in the same currencies as, the aggregate undrawn amount of all European Letters of Credit as of such date and the aggregate amount of all LC Disbursements in respect of European Letters of Credit that have not been reimbursed by or on behalf of the European Borrower or converted into a European Loan pursuant to Section 2.05(e) as of such date and, in each case, 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 US Event of Default with respect to the US Borrower or the European Borrower described in clause (h) or (i) of Section 12.01(d)7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower and the European Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (but, if so made, shall be limited to overnight bank loans or investments generally comparable to those described in clauses (a) through (e) of Permitted Investments) and at the US Borrower’s and the European Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Lender for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower and the European Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower and the European Borrower under this Agreement. If the US Borrower or the European Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Defaulthereunder, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower or the European Borrower, as applicable, within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default with respect to a Borrower shall occur and be continuing, on the Business Day that the US such Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US such Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C portion of the LC Exposure as of such date attributable to Letters of Credit issued for the account of such Borrower, 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 US Event of Default with respect to the US such Borrower described in Section 12.01(d)Sections 7.6 or 7.7. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US such Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US such Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations LC Disbursements under Letters of Credit issued for the account of such Borrower for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the future reimbursement obligations under Letters of the US Borrower Credit issued for the US L/C Exposure at account of such time Borrower or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of such Borrower under this Agreement. If the US any Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of DefaultDefault with respect to such Borrower, such amount (to the extent not applied as aforesaid) shall be returned to the US such Borrower within three Business Days after all US Events of Default Defaults with respect to such Borrower have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives written notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersLenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 US Event of Default with respect to the US Borrower described in Section 12.01(d7.01 (h) or (i). For the purposes of this paragraph, the Dollar Amount of the Foreign Currency LC Exposure shall be calculated on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountthe LC Collateral Account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived. Any cash collateral (or the appropriate portion thereof) provided pursuant to Section 2.11(b) to reduce LC Exposure or to secure other obligations as provided by this paragraph shall be released promptly following (i) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 9.04(b))) or (ii) the good faith determination by the Administrative Agent and the applicable Issuing Bank that there exists excess cash collateral; provided that (x) any such release shall be without prejudice to, and any disbursement or other transfer of cash collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing cash collateral and the applicable Issuing Bank may agree that cash collateral shall not be released but instead held to support future anticipated LC Exposure or other obligations.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50at least 66-2/3% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Issuing Bank and the Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US the Lenders with US L/C LC Exposure representing greater than 50at least 66-2/3% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide has provided an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waivedwaived in accordance with the terms of this Agreement.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Revolving Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders lenders with US L/C LC Exposure representing greater than 5051% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure as of such date plus any accrued and unpaid interest thereonthereon as of such date; 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII, and upon the maturity of Loans, whether by acceleration or lapse of time. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50at least 51% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral Cash Collateral pursuant to this paragraphSection 2.05(j), the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral Cash Collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Revolving Lenders holding at least fifty percent (50%) of the Revolving Commitments (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5025% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower to the Lenders under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersLenders (the “LC Collateral Account”), an amount in cash equal to 102% of the aggregate US L/C amount of the LC Exposure as of such date plus any accrued and unpaid interest thereonin the currency of such LC Exposure; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) 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 US Event of Default with respect to the US Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 12.01(d2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US any Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.11. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Obligations under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s 's risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of deposit cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower (i) within three Business Days after all US Events of Default have been cured or waivedwaived or (ii) immediately after the payment and performance in full of all Obligations hereunder and the termination of this Agreement.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.18(i), the US Borrower shall deposit in an account with the Administrative AgentCollateral Account, in the name of the Administrative Collateral Agent and for the benefit of the US Revolving Lenders, an amount in cash equal to 105% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)paragraph (g) or (h) of Article VIII. Such deposit shall be held by Funds in the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account LC Sub-Account shall be applied by the Administrative Collateral Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time outstanding Reimbursement Obligations or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower in accordance with Article IX. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall shall, in accordance with Article IX, be returned to the US Borrower within three ten Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from continuing and the Administrative Agent or the US Required Lenders shall demand that the L/C Exposure be cash collateralized, (or, if ii) the maturity of the US Loans has been accelerated, US Lenders with US shall be accelerated pursuant to Article VIII or (iii) the Borrower shall be required to provide cash collateral for a portion of the L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraphSection 2.13(a), the US Borrower shall deposit in an account with the Administrative Collateral Agent, in the name of the Administrative Agent and for the benefit of the US Revolving Credit Lenders, an amount in cash equal to the aggregate US L/C Exposure (or, in the case of a deposit pursuant to clause (iii) above, the portion of the L/C Exposure required to be collateralized) 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)date. Such deposit shall be held by the Administrative Collateral Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementObligations. The Administrative Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such depositsdeposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseCollateral Agent, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations L/C Disbursements for which it has not been reimbursed andreimbursed, to the extent not so applied, shall (ii) be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Exposure at such time or, and (iii) if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Credit Lenders with US L/C Exposure holding participations in outstanding Letters of Credit representing greater than 50% 50 percent of the total US L/C Exposureaggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy other US Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder (x) as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waivedwaived and or (y) pursuant to Section 2.13(a), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the elimination the excess of the aggregate L/C Exposure over the Total Revolving Credit Commitment. ARTICLE III.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C LC Exposure with respect to Letters of Credit 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article 8. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Credit Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits Such deposit shall not bear interest, nor shall the Administrative Agent be under any obligation whatsoever to invest the same, provided, however, that, at the request of the Borrower, such deposit shall be invested by the Administrative Agent in direct short-term obligations of, or short-term obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing no later than the expiry date of the Letter of Credit giving rise to the relevant LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Credit Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.of

Cash Collateralization. If (i) any US Event of Default shall occur and be continuing, or (ii) on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (orCommitment Termination Date, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)9.1.9; provided further, if the outstanding principal amount of all outstanding Loans and all other Obligations have become due and payable pursuant to Section 9.2 or 9.3, an amount equal to the LC Exposure as of such date shall be deemed to be forthwith due and payable by the Borrower as of the date of any such occurrence and the Borrower's obligation to pay such amount shall be absolute and unconditional without regard to whether any beneficiary of any outstanding Letter of Credit has attempted to draw down all or a portion of such amount under the terms of the Letter of Credit, and to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower may now or hereafter have against any such beneficiary, the Issuing Bank, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations Obligations of the US Borrower under this AgreementAgreement and the Borrower hereby grants to and by its deposit with the Administrative Agent grants to the Administrative Agent, for the benefit of the Lenders, a security interest in such cash collateral. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount for the benefit of the Lenders. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations Obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 5075% of the total US L/C LC Exposure), be applied to satisfy other US ObligationsObligations of Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.an

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives Borrowers receive notice from the Administrative Agent or the US Required Majority Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in US Dollars and in cash equal to 105% of the aggregate US L/C Letter of Credit Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Alternate Currency Letters of Credit shall be deposited in the applicable Alternate Currencies in the amount of 105% of the actual amounts of such undrawn Letters of Credit and (ii) 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)paragraph (g) of Article 7. Such Each deposit pursuant to this paragraph shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations Letter of Credit Disbursements for which it has they have not been reimbursed (to be applied ratably among them according to the respective aggregate amounts of the then unreimbursed Letter of Credit Disbursements) and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Borrowers for the US L/C Letter of Credit Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C Exposure)accelerated, be applied to satisfy other US Obligationsobligations of the Borrowers under this Agreement. If the US Borrower is Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been acceleratedaccelerated pursuant to Article VI, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (h) or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 12.01(d2.11(b). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s 's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated pursuant to Article VI (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersRevolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the aggregate US L/C amount of 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11, such amount (to the extent not applied is aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Total Revolving Credit Exposure would not exceed the aggregate Revolving Commitments and no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to any of the US Borrower described in Section 12.01(d)8.1(d) or (e) of this Agreement. Such deposit shall be held by the Administrative Agent as collateral Collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Requisite Lenders (or, if the maturity of the US Loans has been accelerated, US Revolving Lenders with US L/C Revolving LC Exposure representing greater than 50% of the total US L/C Revolving LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with which shall by established at such time by the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C Exposure Revolving LC Exposure, as applicable, as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective arise immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any US Event of Default with respect to the US Borrower described in Section 12.01(d7.01(i). Such Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementAgreement and shall be invested in Permitted Investments selected by the Administrative Agent in its sole discretion (it being understood that the Administrative Agent shall in no event be liable for the selection of such Permitted Investments or for investment losses with respect thereto, including losses incurred as a result of the liquidation of such Permitted Investments prior to stated maturity). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C Revolving LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Revolving Lenders with US L/C Revolving LC Exposure representing greater than 50% of the total US L/C Revolving LC Exposure), be applied to satisfy other US Obligationsobligations of Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived. If Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.05(b), such amount (to the extent not applied as aforesaid) shall be returned to Borrower as and to the extent that, after giving effect to such return, Borrower would remain in compliance with Section 2.05(b) and no Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US any Loans has been accelerated, US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in clause (g) or (h) of Section 12.01(d)7.01. Such The Borrower also shall deposit cash collateral in accordance with this paragraph as and to the extent required by Section 2.10. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower Obligations under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expenseexpense (provided that such cash collateral shall be invested solely in investments that provide for preservation of capital), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US Issuing Bank Banks for US Reimbursement Obligations LC Disbursements for which it has they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure LC Exposures representing greater more than 50% of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of deposit cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower (i) within three Business Days after all US Events of Default have been cured or waivedwaived and (ii) immediately after the payment and performance in full of all Obligations hereunder and the termination of this Agreement.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall deposit in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US Lenders, an amount in cash equal to the aggregate US L/C 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 US Event of Default with respect to any of the US Borrower described in Section 12.01(d)8.1(d) or (e) of this Agreement. Such deposit shall be held by the Administrative Agent as collateral Collateral for the payment and performance of the obligations of the US Borrower under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the interest-bearing account or on any investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US any Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than fifty percent (50% %) of the total US L/C LC Exposure), be applied to satisfy other US Obligationsobligations of the Borrower under this Agreement. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three Business Days after all US Events of Default have been cured or waived.

Cash Collateralization. If The Borrower may at any US time, and if any Event of Default shall occur and be continuing, on the Business Day that the US Borrower receives notice from the Administrative Agent or the US Required Lenders (or, if the maturity of the US Loans has been accelerated, US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower shall shall, deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersLenders (the “LC Collateral Account”), an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US Borrower described in Section 12.01(d)clause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the US Borrower under this AgreementSecured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such accountaccount and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US relevant Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower for the US L/C LC Exposure at such time or, if the maturity of the US Loans has been accelerated (but subject to the consent of US Lenders with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure), be applied to satisfy other US Secured Obligations. If the US Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower within three (3) Business Days after all US Events of Default have been cured or waived. If the Borrower otherwise provides an amount of cash collateral hereunder, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after the Borrower’s request for such return so long as no Event of Default shall have occurred and be continuing.

Cash Collateralization. If any US Event of Default shall occur and be continuing, on the Business Day that the US Borrower Carlisle receives notice from the Administrative Agent or the US Required Lenders Revolving Banks (or, if the maturity of the US Loans has been accelerated, US Lenders Revolving Banks with US L/C LC Exposure representing greater than 50% of the total US L/C LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the US Borrower Co-Borrowers shall jointly and severally deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the US LendersBanks (the “Collateral Account”), an amount in cash equal to 103% of the aggregate US L/C 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 US Event of Default with respect to the US either Co-Borrower described in clause (g) or (h) of Section 12.01(d)6.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, Page 47 ACTIVE 221393034 performance of the obligations Obligations. In addition, and without limiting the foregoing or paragraph (c) of this Section, if any LC Exposure remain outstanding after the US Borrower under this Agreementexpiration date specified in said paragraph (c), the Co-Borrowers shall immediately deposit into the Collateral Account an amount in cash equal to 103% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the US Borrower’s Co‑Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable US each Issuing Bank for US Reimbursement Obligations LC Disbursements for which it has not been reimbursed reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the US Borrower Co-Borrowers for the US L/C LC Exposure at such time or, if the maturity of the US Revolving Loans has been accelerated (but subject to the consent of US Lenders with US L/C Exposure representing greater than 50% of the total US L/C ExposureRequired Revolving Banks), be applied to satisfy other US Obligations. If the US Borrower is Co-Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of a US an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the US Borrower Carlisle within three Domestic Business Days after all US Events of Default have been cured or waived.