Common use of Cash collateralisation Clause in Contracts

Cash collateralisation. (A) If and for so long as: (i) the long-term senior unsecured credit rating of a Lender is, or is reduced to, below BBB- (Standard & Poor’s) or Baa3 (Xxxxx’x); or (ii) it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five (35) Business Days of the date of publication by S&P or Xxxxx’x of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 (Indemnities), pay to each LC Issuing Bank an amount equal to its LC Proportion of the aggregate outstandings under all Letters of Credit issued by that LC Issuing Bank at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be placed by the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) An LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that LC Issuing Bank up to (and including) the amount of the Cash Deposit in accordance with clause (E) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor’s) or Baa3 (Xxxxx’x). (E) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises each LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(B). (F) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any Agent to apply its entitlement to sums received by that Agent from any source in respect of payment under, and/or any other sum received by that Agent under or in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) which shall be placed by that LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account, and (iii) that LC Issuing Bank may withdraw amounts standing to the credit of such account: (a) to pay that LC Issuing Bank such Relevant Lender’s LC Proportion of any claim made under a Letter of Credit; and (b) as otherwise agreed between the Original Borrower and that LC Issuing Bank.

Cash collateralisation. (A) If and for so long as: (i) the long-term senior unsecured credit rating of a Lender is, or is reduced to, below BBB- (Standard BBB(Standard & Poor’s) or Baa3 Baa2 (Xxxxx’x); or (ii) it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five (35) Business Days of the date of publication by S&P or Xxxxx’x of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each the LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 (Indemnities), pay to each the LC Issuing Bank an amount equal to its LC Proportion of the aggregate outstandings under all issued Letters of Credit issued by that LC Issuing Bank at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that the LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be placed by the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) An The LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that the LC Issuing Bank up to (and including) the amount of the Cash Deposit in accordance with clause (ED) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor’s) or Baa3 (Xxxxx’x). (E) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises each the LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(B). (FE) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any the Agent to apply its entitlement to sums received by that the Agent from any source in respect of payment under, and/or any other sum received by that the Agent under or in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each the LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that the LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) which shall be placed by that the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account, and (iii) that the LC Issuing Bank may withdraw amounts standing to the credit of such account: (a) to pay that the LC Issuing Bank such Relevant Lender’s LC Proportion of any claim made under a Letter of Credit; and (b) as otherwise agreed between the Original Borrower and that the LC Issuing Bank.

Cash collateralisation. (A) If and for so long as: (i) the long-term senior unsecured credit rating of a Lender is, or is reduced to, below BBB- (Standard & Poor’s's) or Baa3 (Xxxxx’xXxxxx'x); or (ii) it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement), (any such Lender being a “"Relevant Lender”") then, within thirty five (35) Business Days of the date of publication by S&P or Xxxxx’x Xxxxx'x of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 (Indemnities), pay to each LC Issuing Bank an amount equal to its LC Proportion of the aggregate outstandings under all Letters of Credit issued by that LC Issuing Bank at such date (the “"Cash Deposit”"). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 shall be placed by the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “"Borrower Replacement Collateral”"). (C) An LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that LC Issuing Bank up to (and including) the amount of the Cash Deposit in accordance with clause (E) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor’s's) or Baa3 (Xxxxx’xXxxxx'x). (E) Without prejudice to the provisions of clause 8.4(B), each Relevant Lender hereby irrevocably authorises each LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s 's LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s 's Cash Deposit in discharge of such Relevant Lender’s 's obligations to it under clause 8.4(B). (F) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any Agent to apply its entitlement to sums received by that Agent from any source in respect of payment under, and/or any other sum received by that Agent under or in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Xxxxxx's Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) which shall be placed by that LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account, and (iii) that LC Issuing Bank may withdraw amounts standing to the credit of such account: (a) to pay that LC Issuing Bank such Relevant Lender’s 's LC Proportion of any claim made under a Letter of Credit; and (b) as otherwise agreed between the Original Borrower and that LC Issuing Bank.

Cash collateralisation. (Aa) If any Event of Default shall occur and for so long as: (i) the long-term senior unsecured credit rating of a Lender isbe continuing, or is reduced to, below BBB- (Standard & Poor’s) or Baa3 (Xxxxx’x); or (ii) it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five (35) two Business Days of following the date of publication by S&P or Xxxxx’x of such rating downgrade day on which the Parent or the date upon which relevant Revolving Borrower receives notice from the obligations become unlawful, Priority Agent or the Relevant Lender shall, unless otherwise agreed by each LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 (Indemnities), pay to each LC Issuing Bank an amount equal to its LC Proportion Majority Priority Lenders demanding the deposit of the aggregate outstandings under all Letters of Credit issued by that LC Issuing Bank at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five (35) Business Days of any increase in such aggregate outstandings, pay to that LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made cash collateral pursuant to this clause 8.10 shall be placed by paragraph, the Parent or the relevant LC Issuing Bank Revolving Borrower, as applicable, shall deposit on terms and in a separately designated bank account accounts satisfactory to the Security Agent, in the name of the Security Agent and shall bear interest (at for the rate benefit of interest customarily given by that LC Issuing Bank for short-term the Revolving Lenders, an amount in cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) An LC Issuing Bank shall only withdraw amounts standing to the credit Exposure as of such account: (i) for payment to that LC Issuing Bank up to (date plus any accrued and including) the amount of the Cash Deposit in accordance with clause (E) belowunpaid interest thereon; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating 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 such Relevant Lender isany kind, upon the occurrence of any Event of Default with respect to the Parent or is greater than BBB- the relevant Revolving Borrower pursuant to Clause 28.6 (Standard & Poor’sInsolvency), Clause 28.7 (Insolvency Proceedings) or Baa3 Clause 28.8 (Xxxxx’x). (E) Without prejudice to the provisions of clause 8.4(BGerman Insolvency), each Relevant Lender hereby irrevocably authorises each LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(B)as applicable. (F) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(A), then (without prejudice to clause 8.4(B)): (i) the Relevant Lender hereby irrevocably authorises any Agent to apply its entitlement to sums received by that Agent from any source in respect of payment under, and/or any other sum received by that Agent under or in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) which Funds deposited pursuant to Clause 8.6(a) above, shall be placed applied by that LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that LC Security Agent to reimburse the Issuing Bank for short-term LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations of the relevant Revolving Borrower under this Agreement. If the Parent or the relevant Borrower is required to provide an amount of cash deposits in amounts equal collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest or realised profits with respect to such amounts) from amounts (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account, and (iii) that LC Issuing Bank may withdraw amounts standing to the credit extent not applied as aforesaid) shall be returned to the Parent or the relevant Borrower, as applicable, within three Business Days after all Events of such account: (a) to pay that LC Issuing Bank such Relevant Lender’s LC Proportion of any claim made under a Letter of Credit; and (b) as otherwise agreed between the Original Borrower and that LC Issuing BankDefault have been cured or waived.

Cash collateralisation. (A) If and for so long as: (i) the long-term senior unsecured credit rating of a Lender is, or is reduced to, below BBB- (Standard A-(Standard & Poor’s) or Baa3 A3 (Xxxxx’x); or (ii) it becomes unlawful in any applicable jurisdiction for a Lender to perform its obligations under clause Clause 8.4 (Indemnities) of this Agreement, (any such Lender being a “Relevant Lender”) then, within thirty five two (352) Business Days of the date of publication by S&P or Xxxxx’x of such rating downgrade or the date upon which the obligations become unlawful, the Relevant Lender shall, unless otherwise agreed by each the LC Issuing Bank, as security for (but without prejudice to) its obligations under clause 8.4 Clause 16.4 (Indemnities), pay to each the LC Issuing Bank an amount equal to its LC Proportion of the aggregate outstandings under all issued Letters of Credit issued by that LC Issuing Bank at such date (the “Cash Deposit”). The Relevant Lender shall, within thirty five ten (3510) Business Days of any increase in such aggregate outstandings, pay to that the LC Issuing Bank an amount equal to its LC Proportion of any such increase (unless otherwise agreed by the Issuing Bank) (and any additional amount so paid shall form part of the Cash Deposit). If requested by a the LC Issuing Bank, the Relevant Lender shall enter into security documentation over the Cash Deposit in form and substance satisfactory to that the LC Issuing Bank (acting reasonably). (B) Any Cash Deposit made pursuant to this clause 8.10 Clause 16.10 shall be placed by the relevant LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that the LC Issuing Bank for short-term cash deposits in amounts equal to such Cash Deposit) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account (such amount held being the “Borrower Replacement Collateral”). (C) An The LC Issuing Bank shall only withdraw amounts standing to the credit of such account: (i) for payment to that the LC Issuing Bank up to (and including) the amount of the Cash Deposit in accordance with clause Clause (ED) below; and (ii) in excess of the Cash Deposit, for payment to the Relevant Lender, if so instructed by the Relevant Lender. (D) Any Cash Deposit made pursuant to this clause 8.10 shall, on demand by the Relevant Lender, be repaid to such Relevant Lender provided that the long-term senior unsecured credit rating of such Relevant Lender is, or is greater than BBB- (Standard & Poor’s) or Baa3 (Xxxxx’x). (E) Without prejudice to the provisions of clause 8.4(BClause 16.4(B), each Relevant Lender hereby irrevocably authorises each the LC Issuing Bank to withdraw from any account established pursuant to this clause 8.10 Clause 16.10 in relation to such Relevant Lender such Relevant Lender’s LC Proportion of the amount specified in any claim made under a Letter of Credit, up to the amount of the Relevant Lender’s Cash Deposit in discharge of such Relevant Lender’s obligations to it under clause 8.4(BClause 16.4(B). (FE) If and to the extent the Relevant Lender at any time fails to comply with its payment obligations under clause 8.10(AClause 16.10(A), then (without prejudice to clause 8.4(BClause 16.4(B)): (i) the Relevant Lender hereby irrevocably authorises any the Agent to apply its entitlement to sums received by that the Agent from any source in respect of payment under, and/or any other sum received by that the Agent under or in respect of, the Finance Documents, towards such payment obligations; (ii) the Original Borrower and each the LC Issuing Bank may (in their sole discretion) agree that the Original Borrower shall pay an amount to that the LC Issuing Bank: (a) which may or may not be equal to the Relevant Lender’s Cash Deposit or such part thereof as is unpaid by the Relevant Lender; and (b) which shall be placed by that the LC Issuing Bank in a separately designated bank account and shall bear interest (at the rate of interest customarily given by that the LC Issuing Bank for short-term cash deposits in amounts equal to such amounts) from (and including) the date of deposit of any amounts in, until (but excluding) the date of withdrawal of any amounts from, such account, and (iii) that the LC Issuing Bank may withdraw amounts standing to the credit of such account: (a) to pay that the LC Issuing Bank such Relevant Lender’s LC Proportion of any claim made under a Letter of Credit; and (b) as otherwise agreed between the Original Borrower and that the LC Issuing Bank.