Common use of Canadian Cash Collateral Clause in Contracts

Canadian Cash Collateral. Upon the request of the Canadian Administrative Agent, (i) if a Canadian L/C Issuer has honored any full or partial drawing request under any Canadian Letter of Credit and such drawing has resulted in a Canadian Unreimbursed Amount, or (ii) if, as of the Letter of Credit Expiration Date, any Canadian Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, and in each case so long as such Canadian Unreimbursed Amount or Canadian Letter of Credit remains outstanding, the Canadian Borrower shall immediately Canadian Cash Collateralize such then outstanding Canadian L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Canadian Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Canadian Cash Collateralize” means to pledge and deposit with or deliver to the Canadian Administrative Agent, for the benefit of the relevant Canadian L/C Issuer and the Canadian Banks, as collateral for such Canadian L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Canadian Administrative Agent and the relevant Canadian L/C Issuer (which documents are hereby consented to by the Canadian Banks). Derivatives of such term have corresponding meanings. The Canadian Borrower hereby grants to the Canadian Administrative Agent, for the benefit of any Canadian L/C Issuer and the Canadian Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing, which security interest shall be deemed automatically terminated and such collateral subject to the Canadian Borrower’s instruction on return, upon such Canadian L/C Obligations no longer being outstanding. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at the Canadian Administrative Agent.

Canadian Cash Collateral. Upon the request of the Canadian Administrative Agent, (i) if a If Canadian Borrower is required to provide cash collateral for any Canadian Letter of Credit Obligations pursuant to the Agreement, including Section 8.2 of the Agreement and clause (h) of this Annex C, prior to the Tranche A Extended Commitment Termination Date (or to such later date the Canadian L/C Issuer has honored any full agrees in writing to extend its commitment to issue Canadian Letters of Credit), Canadian Borrower will pay to Administrative Agent for the ratable benefit of itself and Canadian Revolving Lenders cash or partial drawing request Cash Equivalents acceptable to Administrative Agent (“Canadian Cash Collateral”) in an amount and in Canadian Dollars equal to 103% of the maximum amount then available to be drawn under any each applicable Canadian Letter of Credit outstanding. Such Canadian Cash Collateral shall be held by Collateral Agent and such drawing has resulted in a Canadian Unreimbursed Amount, or (ii) if, as of the Letter of Credit Expiration Date, any Canadian Letter of Credit may for any reason remain outstanding and partially or wholly undrawnpledged to, and in each case so long as such Canadian Unreimbursed Amount or Canadian Letter of Credit remains outstanding, the Canadian Borrower shall immediately Canadian Cash Collateralize such then outstanding Canadian L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Canadian Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Canadian Cash Collateralize” means to pledge and deposit with or deliver subject to the Canadian Administrative control of, Collateral Agent, for the benefit of the relevant Collateral Agent, Lenders and Canadian L/C Issuer and the Canadian Banks, as collateral for such Canadian L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Canadian Administrative Agent and the relevant Canadian L/C Issuer (which documents are hereby consented to by the Canadian Banks)Issuer. Derivatives of such term have corresponding meanings. The Canadian Borrower hereby pledges and grants to the Canadian Administrative Collateral Agent, for the benefit on behalf of any Canadian L/C Issuer itself and the Canadian BanksSecured Parties, a security interest in all such cash, deposit accounts and all balances therein Canadian Cash Collateral and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingCanadian Letter of Credit Obligations and other Obligations, whether or not then due. The Agreement, including this Annex C, shall constitute a security agreement under applicable law. All Canadian Cash Collateral required for a Canadian Letter of Credit shall be provided in Canadian Dollars. (ii) If any Canadian Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Tranche A Extended Commitment Termination Date (or to such later date the Canadian L/C Issuer agrees in writing to extend its commitment to issue Canadian Letters of Credit), Canadian Borrower shall either (A) provide Canadian Cash Collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver to Canadian L/C Issuer a stand-by letter (or letters) of credit in guarantee of such Canadian Letter of Credit Obligations, which security interest stand-by letter (or letters) of credit shall be deemed automatically terminated of like tenor and duration (plus thirty (30) additional days) as, and in Canadian dollars equal to 103% of the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such collateral outstanding Canadian Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are reasonably satisfactory to Administrative Agent and Canadian L/C Issuer in their respective sole discretion. (iii) From time to time after funds are deposited as Canadian Cash Collateral by Canadian Borrower, whether before or after the Tranche A Extended Commitment Termination Date (or to such later date the Canadian L/C Issuer agrees in writing to extend its commitment to issue Canadian Letters of Credit), Administrative Agent may apply such funds then held by it to the payment of any amounts, and in such order as Administrative Agent may elect, as shall be or shall become due and payable by Canadian Borrower to Administrative Agent and Lenders with respect to such Canadian Letter of Credit Obligations of Canadian Borrower and, upon the satisfaction in full of all Canadian Letter of Credit Obligations of Canadian Borrower, to any other Obligations then due and payable. (iv) Neither Canadian Borrower nor any Person claiming on behalf of or through Canadian Borrower shall have any right to withdraw any of the Canadian Cash Collateral during the Continuance of an Event of Default, except that upon the termination of all Canadian Letter of Credit Obligations and the payment of all amounts payable by Canadian Borrower to Agents and Lenders in respect thereof, any remaining Canadian Cash Collateral shall be applied to other Obligations then due and owing and upon payment in full of such Obligations any remaining amount shall be paid to Canadian Borrower or as otherwise required by law. Interest earned on Canadian Cash Collateral shall be for the Canadian Borrower’s instruction on return, upon such Canadian L/C Obligations no longer being outstanding. Cash collateral account and shall be maintained in blocked, non-interest bearing deposit accounts at distributed to the Canadian Administrative AgentBorrower on the last Business Day of each month.

Canadian Cash Collateral. Upon the request of the Canadian Administrative Agent, (i) if a If Canadian L/C Issuer has honored any full or partial drawing request under Borrower is required to provide cash collateral for any Canadian Letter of Credit and such drawing has resulted in a Canadian Unreimbursed AmountObligations pursuant to the Agreement, or (ii) if, as including Section 8.2 of the Letter of Credit Expiration Agreement, prior to the Commitment Termination Date, any Canadian Borrower will pay to Administrative Agent for the ratable benefit of itself and Canadian Revolving Lenders cash or Cash Equivalents acceptable to Administrative Agent (“Canadian Cash Collateral”) in an amount and in Canadian Dollars equal to 103% of the maximum amount then available to be drawn under each applicable Canadian Letter of Credit may for any reason remain outstanding outstanding. Such Canadian Cash Collateral shall be held by Collateral Agent and partially or wholly undrawnpledged to, and in each case so long as such Canadian Unreimbursed Amount or Canadian Letter of Credit remains outstanding, the Canadian Borrower shall immediately Canadian Cash Collateralize such then outstanding Canadian L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Canadian Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Canadian Cash Collateralize” means to pledge and deposit with or deliver subject to the Canadian Administrative control of, Collateral Agent, for the benefit of the relevant Collateral Agent, Lenders and Canadian L/C Issuer and the Canadian Banks, as collateral for such Canadian L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Canadian Administrative Agent and the relevant Canadian L/C Issuer (which documents are hereby consented to by the Canadian Banks)Issuer. Derivatives of such term have corresponding meanings. The Canadian Borrower hereby pledges and grants to the Canadian Administrative Collateral Agent, for the benefit on behalf of any Canadian L/C Issuer itself and the Canadian BanksSecured Parties, a security interest in all such cash, deposit accounts and all balances therein Canadian Cash Collateral and all proceeds thereof, as security for the payment of all amounts due in respect of the foregoingCanadian Letter of Credit Obligations and other Obligations, whether or not then due. The Agreement, including this Annex C, shall constitute a security agreement under applicable law. All Canadian Cash Collateral required for a Canadian Letter of Credit shall be provided in Canadian Dollars. (ii) If any Canadian Letter of Credit Obligations, whether or not then due and payable, shall for any reason be outstanding on the Commitment Termination Date, Canadian Borrower shall either (A) provide Canadian Cash Collateral therefor in the manner described above, or (B) cause all such Letters of Credit and guaranties thereof, if any, to be canceled and returned, or (C) deliver to Canadian L/C Issuer a stand-by letter (or letters) of credit in guarantee of such Canadian Letter of Credit Obligations, which security interest stand-by letter (or letters) of credit shall be deemed automatically terminated of like tenor and duration (plus thirty (30) additional days) as, and in Canadian dollars equal to 103% of the aggregate maximum amount then available to be drawn under, the Letters of Credit to which such collateral outstanding Canadian Letter of Credit Obligations relate and shall be issued by a Person, and shall be subject to such terms and conditions, as are reasonably satisfactory to Administrative Agent and Canadian L/C Issuer in their respective sole discretion. (iii) From time to time after funds are deposited as Canadian Cash Collateral by Canadian Borrower, whether before or after the Commitment Termination Date, Administrative Agent may apply such funds then held by it to the payment of any amounts, and in such order as Administrative Agent may elect, as shall be or shall become due and payable by Canadian Borrower to Administrative Agent and Lenders with respect to such Canadian Letter of Credit Obligations of Canadian Borrower and, upon the satisfaction in full of all Canadian Letter of Credit Obligations of Canadian Borrower, to any other Obligations then due and payable. (iv) Neither Canadian Borrower nor any Person claiming on behalf of or through Canadian Borrower shall have any right to withdraw any of the Canadian Cash Collateral during the Continuance of an Event of Default, except that upon the termination of all Canadian Letter of Credit Obligations and the payment of all amounts payable by Canadian Borrower to Agents and Lenders in respect thereof, any remaining Canadian Cash Collateral shall be applied to other Obligations then due and owing and upon payment in full of such Obligations any remaining amount shall be paid to Canadian Borrower or as otherwise required by law. Interest earned on Canadian Cash Collateral shall be for the Canadian Borrower’s instruction on return, upon such Canadian L/C Obligations no longer being outstanding. Cash collateral account and shall be maintained in blocked, non-interest bearing deposit accounts at distributed to the Canadian Administrative AgentBorrower on the last Business Day of each month.

Canadian Cash Collateral. Upon the request of the Canadian Administrative Agent, (i) if a Canadian L/C Issuer has honored any full or partial drawing request under any Canadian Letter of Credit and such drawing has resulted in a Canadian Unreimbursed Amount, or (ii) if, as of the Letter of Credit Expiration Date, any Canadian Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, and in each case so long as such Canadian Unreimbursed Amount or Canadian Letter of Credit remains outstanding, the Canadian Borrower shall immediately Canadian Cash Collateralize such then outstanding Canadian L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Canadian Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “Canadian Cash Collateralize” means to pledge and deposit with or deliver to the Canadian Administrative Agent, for the benefit of the relevant Canadian L/C Issuer and the Canadian Banks, as collateral for such Canadian L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Canadian Administrative Agent and the relevant Canadian L/C Issuer (which documents are hereby consented to by the Canadian Banks). Derivatives of such term have corresponding meanings. The Canadian Borrower hereby grants to the Canadian Administrative Agent, for the benefit of any Canadian L/C Issuer and the Canadian Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing, which security interest shall be deemed automatically terminated and such collateral subject to the Canadian Borrower’s instruction on return, upon such Canadian L/C Obligations no longer being outstanding. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at the Canadian Administrative Agent.

Canadian Cash Collateral. Upon the request of the Canadian Administrative Agent, (i) if a Canadian L/C Issuer has honored any full or partial drawing request under any Canadian Letter of Credit and such drawing has resulted in a Canadian Unreimbursed Amount, or (ii) if, as of the Letter of Credit Expiration Date, any Canadian Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, and in each case so long as such Canadian Unreimbursed Amount or Canadian Letter of Credit remains outstanding, the Canadian Borrower shall immediately Canadian Cash Collateralize such then outstanding Canadian L/C Obligations (in an amount equal to such outstanding L/C Obligations determined as of the date of such Canadian Unreimbursed Amount or the Letter of Credit Expiration Date, as the case may be). For purposes hereof, “"Canadian Cash Collateralize” " means to pledge and deposit with or deliver to the Canadian Administrative Agent, for the benefit of the relevant Canadian L/C Issuer and the Canadian Banks, as collateral for such Canadian L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Canadian Administrative Agent and the relevant Canadian L/C Issuer (which documents are hereby consented to by the Canadian Banks). Derivatives of such term have corresponding meanings. The Canadian Borrower hereby grants to the Canadian Administrative Agent, for the benefit of any Canadian L/C Issuer and the Canadian Banks, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing, which security interest shall be deemed automatically terminated and such collateral subject to the Canadian Borrower’s 's instruction on return, upon such Canadian L/C Obligations no longer being outstanding. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts at the Canadian Administrative AgentJPMorgan.