Common use of Additional Repayment Terms Clause in Contracts

Additional Repayment Terms. (1) If any Benchmark Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan or CDOR Rate Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(26.6(1) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Operating Lender, in a guaranteed investment certificate account of the Operating Lender on terms specified by the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentOperating Lender. Such cash collateral accounts shall be assigned to the Agent Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Operating Lender is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the any repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. In lieu of providing cash collateral as aforesaid, the Borrower may provide to the Agent irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum amount of all unexpired Letters of Credit being repaid and for a term which expires not sooner than 10 Banking Days after the expiry of the Letters of Credit in respect of which such letter(s) of credit are provided; such letters of credit shall be denominated and payable in the currency of the relevant unexpired Letters of Credit and shall be issued by a financial institution and on terms and conditions acceptable to each of the Agent and the Fronting Lender, each in its sole discretion. The Agent is hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the Borrower for such unexpired Letters of Credit as payments are made by the Agent, the Fronting Lender and the Lenders thereunder. (3) With respect to any repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1a) If any Benchmark LIBO Rate Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Applicable Lenders all costs, losses, premiums and expenses incurred by the relevant such Applicable Lenders by reason of the liquidation or re-deployment of deposits or other funds, funds or for any other reason whatsoever, whatsoever resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Applicable Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender Applicable Lender, prepared in good faith, certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2b) With respect to the funding prepayment or Cash Collateralization of the repayment unmatured Bankers’ Acceptances required as a result of unexpired Letters of Credit pursuant to Section 2.15(d7.2(e) or otherwise hereunder12.4, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit such unmatured Bankers’ Acceptances by paying to and depositing with the Agent cash collateral Cash Collateral for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral Cash Collateral deposited by such the Borrower shall be held by the Agent in an interest interest-bearing cash collateral account Cash Collateral Account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts Cash Collateral Account shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit Bankers’ Acceptances and the Security Interest security of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests Liens and adverse claims against such cash collateralCash Collateral. Such cash collateral Cash Collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit Bankers’ Acceptances as payments are made thereunder they mature and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateralCash Collateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts Cash Collateral Accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry maturity of the Bankers’ Acceptances for which such funds are held and application by the Agent of the amounts in such Cash Collateral Accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Agent to the Borrower so long as no Default or Event of Default is then continuing. (c) With respect to the prepayment or Cash Collateralization of undrawn Letters of Credit required as a result of Section 7.2(f) or 12.4, the Borrower shall provide for the funding in full of such undrawn Letters of Credit by paying to and depositing with the Agent Cash Collateral for each such undrawn Letter of Credit equal to the maximum then undrawn amount payable at the maturity thereof; such Cash Collateral deposited by the Borrower shall be held by the Agent in an interest-bearing Cash Collateral Account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such Cash Collateral Account shall be assigned to the Agent as security for the LC Obligations in relation to such Letters of Credit and the security of the Agent thereby created shall rank in priority to all other Liens and adverse claims against such Cash Collateral. Such Cash Collateral shall be applied to satisfy the LC Obligations for such Letters of Credit if they are drawn and the Agent is hereby irrevocably directed by the Borrower to apply any such Cash Collateral to pay the applicable LC Obligations. Amounts held in such Cash Collateral Accounts may not be withdrawn by the Borrower without the consent of the Revolving Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If after the expiration or cancellation of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts Cash Collateral Accounts to satisfy the obligations of such Borrower hereunder applicable LC Obligations with respect to the such Letters of Credit being repaidCredit, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan or C▇▇▇▇ Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2Section 6.6(1) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Operating Lender, in a guaranteed investment certificate account of the Operating Lender on terms specified by the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentOperating Lender. Such cash collateral accounts shall be assigned to the Agent Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Operating Lender is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1a) If any Benchmark LIBO Rate Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Applicable Lenders all costs, losses, premiums and expenses incurred by the relevant such Applicable Lenders by reason of the liquidation or re-deployment of deposits or other funds, funds or for any other reason whatsoever, whatsoever resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Applicable Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender Applicable Lender, prepared in good faith, certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2b) With respect to the funding prepayment or Cash Collateralization of the repayment unmatured Bankers’ Acceptances required as a result of unexpired Letters of Credit pursuant to Section 2.15(d7.2(f) or otherwise hereunder12.4, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit such unmatured Bankers’ Acceptances by paying to and depositing with the Agent cash collateral Cash Collateral for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral Cash Collateral deposited by such the Borrower shall be held by the Agent in an interest interest-bearing cash collateral account Cash Collateral Account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts Cash Collateral Account shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit Bankers’ Acceptances and the Security Interest security of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests Liens and adverse claims against such cash collateralCash Collateral. Such cash collateral Cash Collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit Bankers’ Acceptances as payments are made thereunder they mature and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateralCash Collateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts Cash Collateral Accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry maturity of the Bankers’ Acceptances for which such funds are held and application by the Agent of the amounts in such Cash Collateral Accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Agent to the Borrower so long as no Default or Event of Default is then continuing. (c) With respect to the prepayment or Cash Collateralization of undrawn Letters of Credit required as a result of Section 7.2(g) or 12.4, the Borrower shall provide for the funding in full of such undrawn Letters of Credit by paying to and depositing with the Agent Cash Collateral for each such undrawn Letter of Credit equal to the maximum then undrawn amount payable at the maturity thereof; such Cash Collateral deposited by the Borrower shall be held by the Agent in an interest-bearing Cash Collateral Account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such Cash Collateral Account shall be assigned to the Agent as security for the LC Obligations in relation to such Letters of Credit and the security of the Agent thereby created shall rank in priority to all other Liens and adverse claims against such Cash Collateral. Such Cash Collateral shall be applied to satisfy the LC Obligations for such Letters of Credit if they are drawn and the Agent is hereby irrevocably directed by the Borrower to apply any such Cash Collateral to pay the applicable LC Obligations. Amounts held in such Cash Collateral Accounts may not be withdrawn by the Borrower without the consent of the Revolving Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If after the expiration or cancellation of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts Cash Collateral Accounts to satisfy the obligations of such Borrower hereunder applicable LC Obligations with respect to the such Letters of Credit being repaidCredit, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-re deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(17.9(1) and 6.11(27.9(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers' Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the "Cash Collateral") for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the "Collateral Investments"), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers' Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the "Cash Collateral Account") at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the "Outstanding BAs Collateral") shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers' Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers' Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers' Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers' Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-re- deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(17.9(1) and 6.11(27.9(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account (including, in the sole discretion of the Agent, in a guaranteed investment certificate account of the Agent on terms specified by the Agent) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of of: (a) all of the relevant Lenders, in respect of a POA LC; (b) all of the applicable Lenders and the Fronting Lenders Lender, in respect of a Fronted LC; or (c) the applicable Operating Lender, as in respect of a Letter of Credit issued under the case may beOperating Facility; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers' Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the "Cash Collateral") for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the "Collateral Investments"), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers' Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the "Cash Collateral Account") at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the "Outstanding BAs Collateral") shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers' Acceptances, and the Borrower hereby grants to the Agent a fixed charge and specific security interest in the Outstanding BAs Collateral as security for such obligations; the Security Interest of the Agent hereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers' Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of all of the Lenders, in the case of Outstanding BAs Collateral under the Syndicated Facility, and the Operating Lender, in the case of Outstanding BAs Collateral under the Operating Facility; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers' Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers' Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan or ▇▇▇▇▇ Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1Section 6.6(1) and 6.11(2) ‑ 63 ‑ through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Operating Lender, in a guaranteed investment certificate account of the Operating Lender on terms specified by the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentOperating Lender. Such cash collateral accounts shall be assigned to the Agent Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Operating Lender is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If the Borrower shall (a) repay or prepay any Benchmark SOFR Loan is repaid or Converted on any day other than the last day of the Interest Period for such SOFR Loan (whether an options prepayment or a mandatory prepayment), (b) fail to borrow any SOFR Loan in accordance with a Drawdown Notice delivered to the Agent or Operating Lender, as applicable, (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) fail to convert any Loan into a SOFR Loan in accordance with a Conversion Notice delivered to the Agent or the Operating Lender, as applicable (whether as a result of the failure to satisfy any applicable conditions or otherwise), (d) fail to make any prepayment in accordance with any notice of prepayment delivered to the Agent or the Operating Lender, as applicable, (e) fail to pay when due the principal amount of or interest on any SOFR Loan, or (f) convert a SOFR Loan on a day other than on the last day of an Interest Period, the applicable then such Borrower shallshall with regard to any SOFR Loan, within three (3) Banking Days after notice is given demand by the AgentAgent or any Lender, pay to the Agent for the account of the relevant Lenders all any reasonable costs, expenses, losses, premiums liabilities and expenses incurred fees charged by the relevant Lenders by reason of the liquidation Agent or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment such Lender as a result of such failure, together with accrued interest on such SOFR Loan which is repaid or any part thereof on other than converted prior to the last day of the applicable Interest PeriodPeriod of such SOFR Loan. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d) or otherwise hereunderCredit, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Operating Lender or the Fronting Lender, as applicable, cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Operating Lender or the Fronting Lender, as applicable, in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentOperating Lender or the Fronting Lender, as applicable. Such cash collateral accounts shall be assigned to the Agent Operating Lender or the Fronting Lender, as applicable, as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Operating Lender or the Fronting Lender, as applicable, thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Operating Lender or the Fronting Lender, as applicable, is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Operating Lender or the Fronting Lender, as applicable, of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Operating Lender or the Fronting Lender, as applicable, to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) In lieu of providing cash collateral as aforesaid, the Borrower may provide to the Operating Lender irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum amount of all unexpired Letters of Credit being repaid and for a term which expires not sooner than 10 Banking Days after the expiry of the Letters of Credit in respect of which such letter(s) of credit are provided; such letters of credit shall be denominated and payable in the currency of the relevant unexpired Letters of Credit and shall be issued by a financial institution and on terms and conditions acceptable to the Operating Lender, in its sole discretion. The Operating Lender is hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the Borrower for such unexpired Letters of Credit as payments are made by the Operating Lender or the Fronting Lender, as applicable, thereunder. (4) With respect to the repayment of unmatured Bankers’ Acceptances it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent or the Operating Lender, as applicable, cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent or the Operating Lender, as applicable, in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent or the Operating Lender, as applicable, is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent or the Operating Lender, as applicable, shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent or the Operating Lender, as applicable. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments,

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. If pursuant to the provisions of this Section or any other provision hereof the Borrower becomes obliged to pay such costs, losses, premiums and expenses, each Lender shall use reasonable efforts to minimize such costs, losses, premiums and expenses; provided, however, that such Lender shall have no obligation to expend its own funds, suffer any economic hardship or take any action detrimental to its interests in connection therewith. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral Cash Collateral deposited by such the Borrower shall be held invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account with interest to be credited to such Borrower (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively, the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit Bankers’ Acceptances and the Security Interest of the Agent thereby created in such cash collateral Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateralOutstanding BAs Collateral. Such cash collateral Outstanding BAs Collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit Bankers’ Acceptances as payments are made thereunder they mature and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateralOutstanding BAs Collateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may The Outstanding BAs Collateral created herein shall not be withdrawn by released to the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If If, after expiry maturity of the Letters of Credit Bankers’ Acceptances for which such funds are Outstanding BAs Collateral is held and application by the Agent of the amounts in such cash collateral accounts Outstanding BAs Collateral to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit Bankers’ Acceptances being repaid, any excess interest or other proceeds of the Outstanding BAs Collateral remains, such excess interest or other proceeds shall be promptly paid and transferred by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-re deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d) or otherwise hereunderCredit, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. In lieu of providing cash collateral as aforesaid, the Borrower may provide to the Agent irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum amount of all unexpired Letters of Credit being repaid and for a term which expires not sooner than 10 Banking Days after the expiry of the Letters of Credit in respect of which such letter(s) of credit are provided; such letters of credit shall be denominated and payable in the currency of the relevant unexpired Letters of Credit and shall be issued by a financial institution and on terms and conditions acceptable to each of the Agent and the Fronting Lender, each in its sole discretion. The Agent is hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the Borrower for such unexpired Letters of Credit as payments are made by the Agent, the Fronting Lender and the Lenders thereunder. (3) With respect to the repayment of unmatured Bankers’ Acceptances it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1a) With respect to the funding of the repayment of unexpired Letters of Credit or Letters of Guarantee, it is agreed that the Borrower will provide for the funding in full of the repayment of unexpired Letters of Credit or Letters of Guarantee by paying to and depositing with the Administrative Agent cash collateral for each such unexpired Letter of Credit or Letter of Guarantee equal to the maximum amount thereof, in each case, in the respective currency which the relevant Letter of Credit or Letter of Guarantee is denominated; such cash collateral deposited by the Borrower will belong to the Borrower and will be held by the Administrative Agent in an interest bearing cash collateral account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Administrative Agent. Such cash collateral accounts will be assigned to the Administrative Agent as security for the obligations of the Borrower in relation to such Letters of Credit or Letters of Guarantee and the Security Interest of the Administrative Agent thereby created in such cash collateral will rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral will be applied to satisfy the obligations of the Borrower for such Letters of Credit or Letters of Guarantee as payments are made thereunder and the Administrative Agent is hereby irrevocably directed by the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts will be for the account of the Borrower and may be withdrawn by the Borrower so long as no mandatory repayment pursuant to Section 8.1 has occurred or Default or Event of Default is then continuing. If after expiry of the Letters of Credit or Letters of Guarantee for which such funds are held and application by the Administrative Agent of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Letters of Credit or Letters of Guarantee being repaid, any excess remains, such excess will be promptly paid by the Administrative Agent to the Borrower so long as no mandatory repayment pursuant to Section 8.1 has occurred or Default or Event of Default is then continuing. In lieu of providing cash collateral as aforesaid, the Borrower may provide to the Administrative Agent irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum amount of all unexpired Letters of Credit or Letters of Guarantee being repaid and for a term which expires not sooner than ten Banking Days after the expiry of the Letters of Credit or Letters of Guarantee in respect of which such letter(s) of credit are provided; such letters of credit will be denominated and payable in the currency of the relevant unexpired Letters of Credit or Letters of Guarantee and will be issued by a financial institution and on terms and conditions acceptable to the Administrative Agent in its sole discretion. The Administrative Agent is hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the Borrower for such unexpired Letters of Credit or Letters of Guarantee as payments are made thereunder. (b) With respect to the repayment of unmatured Bankers' Acceptances required as a result of a demand, it is agreed that the Borrower will provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Administrative Agent cash collateral for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof; such cash collateral deposited by the Borrower will belong to the Borrower and will be held by the Administrative Agent in an interest bearing cash collateral account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Administrative Agent. Such cash collateral accounts will be assigned to the Administrative Agent as security for the obligations of the Borrower in relation to such Bankers' Acceptances and the Security Interest of the Administrative Agent thereby created in such cash collateral will rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral will be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and the Administrative Agent is hereby irrevocably directed by the Borrower to apply any such cash collateral to such maturing Bankers' Acceptances. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts will be for the account of the Borrower and may be withdrawn by the Borrower so long as no mandatory repayment pursuant to Section 8.1 has occurred or Default or Event of Default is then continuing. If after maturity of the Bankers' Acceptances for which such funds are held and application by the Administrative Agent of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers' Acceptances being repaid, any excess remains, such excess will be promptly paid by the Administrative Agent to the Borrower so long as no mandatory repayment pursuant to Section 8.1 has occurred or Default or Event of Default is then continuing. (c) If any Benchmark LIBOR Loan issued under the Revolving Facility is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shallwill, within three (3) Banking Days after notice is given by the Administrative Agent, pay to the Administrative Agent for the account of the relevant Revolving Lenders all costs, losses, premiums and expenses incurred by the relevant such Lenders by reason of the liquidation or re-re deployment of deposits or other funds, funds or for any other reason whatsoever, whatsoever resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any such Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, will deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Administrative Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall will be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan or ▇▇▇▇▇ Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2Section 6.6(1) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Operating Lender, in a guaranteed investment certificate account of the Operating Lender on terms specified by the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentOperating Lender. Such cash collateral accounts shall be assigned to the Agent Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Operating Lender is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1a) If any Benchmark Libor Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, funds or for any other reason whatsoever, whatsoever resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2b) With respect to the prepayment or cash collateralization of unmatured Bankers’ Acceptances required as a result of Section 7.1 or 11.5, the Borrower shall provide for the funding in full of such unmatured Bankers’ Acceptances by paying to and depositing with the Agent cash collateral for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such cash collateral deposited by the Borrower shall be held by the Agent in a cash collateral account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral account shall be assigned to the Agent as security for the obligations of the repayment Borrower in relation to such Bankers’ Acceptances and the security of the Agent thereby created shall rank in priority to all other Liens and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such cash collateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If after maturity of the Bankers’ Acceptances for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Agent to the Borrower so long as no Event of Default is then continuing. (c) With respect to funding the cash collateralization of unexpired Letters of Credit pursuant to as a result of Section 2.15(d) or otherwise hereunder11.5, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum undrawn face amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing a cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts account shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest security of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests Liens and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder if drawn upon and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry the drawing in full or expiration of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaidthereto, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant such Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(1)(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent Fronting Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) Section 7.8 through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent Fronting Lender in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentFronting Lender. Such cash collateral accounts shall be assigned to the Agent Fronting Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent Fronting Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent Fronting Lender is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent Fronting Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent Fronting Lender to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers' Acceptances pursuant to Section 2.15(1)(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Agent cash collateral for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof. The (a) cash collateral, (b) cash collateral accounts and (c) any proceeds of any of the foregoing (collectively the "Outstanding BAs Collateral") shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers' Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers' Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders. (4) With respect to any amounts remitted by an account bank under a Blocked Account Agreement to the Agent, on behalf of the Lenders, as repayment of certain Loans and Obligations outstanding, shall be applied in accordance with terms of such Blocked Account Agreement.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-re deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, ; in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. In lieu of providing cash collateral as aforesaid, the Borrower may provide to the Agent irrevocable standby letter or letters of credit in an aggregate amount equal to the aggregate maximum amount of all unexpired Letters of Credit being repaid and for a term which expires not sooner than 10 Banking Days after the expiry of the Letters of Credit in respect of which such letter(s) of credit are provided; such letters of credit shall be denominated and payable in the currency of the relevant unexpired Letters of Credit and shall be issued by a financial institution and on terms and conditions acceptable to each of the Agent and the Fronting Lender, each in its sole discretion. The Agent is hereby irrevocably authorized and directed to draw upon such letters of credit and apply the proceeds of the same to satisfy the obligations of the Borrower for such unexpired Letters of Credit as payments are made by the Agent, the Fronting Lender and the Lenders thereunder. (3) With respect to the repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to period payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively, the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(17.11(1) and 6.11(27.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such Borrower shall be held by the Agent in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Canadian Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Canadian Borrower shall be invested by the Agent in Approved Securities as may be directed in writing by the Canadian Borrower from time to time (the “Collateral Investments”); provided that the Canadian Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Canadian Borrower. In the event that the Agent is not provided with instructions from the Canadian Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of the Canadian Borrower in relation to such Bankers’ Acceptances and the Security Interest of the Agent thereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Canadian Borrower for such Bankers’ Acceptances as they mature and the Agent is hereby irrevocably directed by the Canadian Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Canadian Borrower without the consent of all of the Lenders, in the case of Outstanding BAs Collateral under a Canadian Syndicated Facility, and the applicable Operating Lender, in the case of Outstanding BAs Collateral under the applicable Operating Facility; provided however, interest on such deposited amounts shall be for the account of the Canadian Borrower and may be withdrawn by the Canadian Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent of the Outstanding BAs Collateral to satisfy the obligations of the Canadian Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent to the Canadian Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan or CDOR Rate Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant such Lenders all costs, losses, premiums and expenses incurred by the relevant such Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) Section 6.6 through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest bearing cash collateral account (including, in the sole discretion of the Agent, in a guaranteed investment certificate account of the Agent on terms specified by the Agent) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent or the Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(17.6(1) and 6.11(27.6(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent or the Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Agent or the Operating Lender, in a guaranteed investment certificate account of the Agent or the Operating Lender on terms specified by the Agent or the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentAgent or the Operating Lender. Such cash collateral accounts shall be assigned to the Agent or the Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent or the Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is and the Operating Lender are each hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Agent or the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent or the Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent or the Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers' Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers' Acceptances to be repaid by paying to and depositing with the Agent or the Operating Lender (as the case may be) cash collateral (the "Cash Collateral") for each such unmatured Bankers' Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent or the Operating Lender (as the case may be) in Approved Securities as may be directed in writing by the Borrower from time to time (the "Collateral Investments"), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers' Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent or the Operating Lender (as the case may be) is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent or the Operating Lender (as the case may be) shall hold such Cash Collateral in an interest bearing cash collateral account (the "Cash Collateral Account") at rates prevailing at the time of deposit for similar accounts with the Agent or the Operating Lender (as the case may be). The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the "Outstanding BAs Collateral") shall be assigned to the Agent or the Operating Lender (as the case may be) as security for the obligations of the Borrower in relation to such Bankers' Acceptances, and the Borrower hereby grants to the Agent or the Operating Lender (as the case may be) a fixed charge and specific Security Interest in the Outstanding BAs Collateral as security for such obligations; the Security Interest of the Agent or the Operating Lender (as the case may be) hereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers' Acceptances as they mature and each of the Agent and the Operating Lender are hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers' Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of all of the Lenders, in the case of Outstanding BAs Collateral under the Syndicated Facility, and the Operating Lender, in the case of Outstanding BAs Collateral under the Operating Facility; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers' Acceptances for which such Outstanding BAs Collateral is held and application by the Agent or the Operating Lender (as the case may be) of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers' Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent or the Operating Lender (as the case may be) to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. If pursuant to the provisions of this Section or any other provision hereof the Borrower becomes obliged to pay such costs, losses, premiums and expenses, each Lender shall use reasonable efforts to minimize such costs, losses, premiums and expenses; provided, however, that such Lender shall have no obligation to expend its own funds, suffer any economic hardship or take any action detrimental to its interests in connection therewith. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances pursuant to Section 2.15(d2.14(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral Cash Collateral deposited by such the Borrower shall be held invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account with interest to be credited to such Borrower (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively, the “Outstanding BAs Collateral”) shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit Bankers’ Acceptances and the Security Interest of the Agent thereby created in such cash collateral Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateralOutstanding BAs Collateral. Such cash collateral Outstanding BAs Collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit Bankers’ Acceptances as payments are made thereunder they mature and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateralOutstanding BAs Collateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may The Outstanding BAs Collateral created herein shall not be withdrawn by released to the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If If, after expiry maturity of the Letters of Credit Bankers’ Acceptances for which such funds are Outstanding BAs Collateral is held and application by the Agent of the amounts in such cash collateral accounts Outstanding BAs Collateral to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit Bankers’ Acceptances being repaid, any excess interest or other proceeds of the Outstanding BAs Collateral remains, such excess interest or other proceeds shall be promptly paid and transferred by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark SOFR Loan is repaid or Converted converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the AgentAgent or the Operating Lender, pay to the Agent for the account of such Lenders or the relevant Lenders Operating Lender, as the case may be, all costs, losses, premiums and expenses incurred by such Lenders or the relevant Lenders Operating Lender, as the case may be, by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit pursuant to Section 2.15(d2.15(e) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit by paying to and depositing with the Agent or the Operating Lender cash collateral for each such unexpired Letter of Credit equal to the maximum amount thereof, plus the fees payable pursuant to Sections 6.11(17.6(1) and 6.11(27.6(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent or the Operating Lender in an interest bearing cash collateral account (including, in the sole discretion of the Agent or the Operating Lender, in a guaranteed investment certificate account of the Agent or the Operating Lender on terms specified by the Agent or the Operating Lender) with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the AgentAgent or the Operating Lender. Such cash collateral accounts shall be assigned to the Agent or the Operating Lender as security for the obligations of such the Borrower in relation to such Letters of Credit and the Security Interest of the Agent or the Operating Lender thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit as payments are made thereunder and the Agent is and the Operating Lender are each hereby irrevocably directed by such the Borrower to so apply any such cash collateral. Amounts held by the Agent or the Operating Lender in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, Lenders and the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent or the Operating Lender of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent or the Operating Lender to the applicable Borrower so long as no Default or Event of Default is then continuing. (3) With respect to the repayment of unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the Borrower shall provide for the funding in full of the unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent or the Operating Lender (as the case may be) cash collateral (the “Cash Collateral”) for each such unmatured Bankers’ Acceptances equal to the face amount payable at maturity thereof; such Cash Collateral deposited by the Borrower shall be invested by the Agent or the Operating Lender (as the case may be) in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent or the Operating Lender (as the case may be) is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent or the Operating Lender (as the case may be) shall hold such Cash Collateral in an interest bearing cash collateral account (the “Cash Collateral Account”) at rates prevailing at the time of deposit for similar accounts with the Agent or the Operating Lender (as the case may be). The (a) Cash Collateral, (b) Cash Collateral Accounts, (c) Collateral Investments, (d) any accounts receivable, claims, instruments or securities evidencing or relating to the foregoing, and (e) any proceeds of any of the foregoing (collectively the “Outstanding BAs Collateral”) shall be assigned to the Agent or the Operating Lender (as the case may be) as security for the obligations of the Borrower in relation to such Bankers’ Acceptances, and the Borrower hereby grants to the Agent or the Operating Lender (as the case may be) a fixed charge and specific Security Interest in the Outstanding BAs Collateral as security for such obligations; the Security Interest of the Agent or the Operating Lender (as the case may be) hereby created in such Outstanding BAs Collateral shall rank in priority to all other Security Interests and adverse claims against such Outstanding BAs Collateral. Such Outstanding BAs Collateral shall be applied to satisfy the obligations of the Borrower for such Bankers’ Acceptances as they mature and each of the Agent and the Operating Lender are hereby irrevocably directed by the Borrower to apply any such Outstanding BAs Collateral to such maturing Bankers’ Acceptances. The Outstanding BAs Collateral created herein shall not be released to the Borrower without the consent of all of the Lenders, in the case of Outstanding BAs Collateral under the Syndicated Facility, and the Operating Lender, in the case of Outstanding BAs Collateral under the Operating Facility; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If, after maturity of the Bankers’ Acceptances for which such Outstanding BAs Collateral is held and application by the Agent or the Operating Lender (as the case may be) of the Outstanding BAs Collateral to satisfy the obligations of the Borrower hereunder with respect to the Bankers’ Acceptances being repaid, any interest or other proceeds of the Outstanding BAs Collateral remains, such interest or other proceeds shall be promptly paid and transferred by the Agent or the Operating Lender (as the case may be) to the Borrower so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1a) If (i) any Benchmark LIBO Rate Loan is repaid or Converted converted on other than the last day of the applicable Interest PeriodPeriod or (ii) the Borrower fails for any reason (other than the failure of the Applicable Lender to make an Advance) to prepay, borrow, continue or convert any LIBO Rate Loan on the date or in the amount notified by the Borrower, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by such Lenders as a result of such circumstances, including any loss of anticipated profits, any foreign exchange losses, any loss or expense arising from the relevant Lenders liquidation or reemployment of funds obtained by it to maintain such Loan, fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract, any customary administrative fees charged by such Lender in connection with the foregoing by reason of the liquidation or re-deployment of deposits or other funds, funds or for any other reason whatsoever, whatsoever resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Periodcircumstances. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2b) With respect to the funding prepayment or cash collateralization of the repayment unmatured Bankers’ Acceptances required as a result of unexpired Letters of Credit pursuant to Section 2.15(d6.3(e) or otherwise hereunder10.4, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit such unmatured Bankers’ Acceptances by paying to and depositing with the Agent cash collateral for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral deposited by such the Borrower shall be held by the Agent in an interest interest-bearing cash collateral account with interest to be credited to such the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts account shall be assigned to the Agent as security for the obligations of such the Borrower in relation to such Letters of Credit Bankers’ Acceptances and the Security Interest security of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests Liens and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such the Borrower for such Letters of Credit Bankers’ Acceptances as payments are made thereunder they mature and the Agent is hereby irrevocably directed by such the Borrower to so apply any such cash collateralcollateral to such maturing Bankers’ Acceptances. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such the Borrower and may be withdrawn by such the Borrower so long as no Default or Event of Default is then continuing. If after expiry maturity of the Letters of Credit Bankers’ Acceptances for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such the Borrower hereunder with respect to the Letters of Credit Bankers’ Acceptances being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing. (c) With respect to the cash collateralization of an undrawn Letter of Credit required as a result of Section 6.3(f) or 10.4, the Borrower shall provide for the funding in full of such undrawn Letter of Credit by paying to and depositing with the Agent either cash collateral for each such undrawn Letter of Credit equal to 103% of the undrawn face amount thereof or a back-to-back letter of credit equal to 103% of the undrawn face amount thereof (and otherwise in a form and from an issuer satisfactory to the Swingline Lender in its sole discretion); such cash collateral deposited by the Borrower shall be held by the Agent in an interest-bearing cash collateral account with interest to be credited to the Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral account shall be assigned to the Agent as security for the obligations of the Borrower in relation to such Letter of Credit and the security of the Agent thereby created shall rank in priority to all other Liens and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of the Borrower for such Letter of Credit if drawn and the Agent is hereby irrevocably directed by the Borrower to apply any such cash collateral (or the proceeds of any back-to-back letter of credit) to such Letter of Credit to the extent same is drawn. Amounts held in such cash collateral accounts may not be withdrawn by the Borrower without the consent of the Lenders; however, interest on such deposited amounts shall be for the account of the Borrower and may be withdrawn by the Borrower so long as no Default or Event of Default is then continuing. If after expiry or cancellation of any Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts (or the proceeds of any back-to-back letter of credit) to satisfy the obligations of the Borrower hereunder with respect to the Letters of Credit to the extent drawn, any excess remains, such excess shall be promptly paid by the Agent to the Borrower (or the back-to-back letter of credit shall be promptly returned by the Agent to the Borrower) so long as no Default or Event of Default is then continuing.

Additional Repayment Terms. (1) If any Benchmark Libor Loan is repaid or Converted on other than the last day of the applicable Interest Period, the applicable Borrower shall, within three (3) Banking Days after notice is given by the Agent, pay to the Agent for the account of the relevant Lenders all costs, losses, premiums and expenses incurred by the relevant Lenders by reason of the liquidation or re-deployment of deposits or other funds, or for any other reason whatsoever, resulting in each case from the repayment of such Loan or any part thereof on other than the last day of the applicable Interest Period. If pursuant to the provisions of this Section or any other provision hereof the Borrower becomes obliged to pay such costs, losses, premiums and expenses, each Lender shall use reasonable efforts to minimize such costs, losses, premiums and expenses; provided, however, that such Lender shall have no obligation to expend its own funds, suffer any economic hardship or take any action detrimental to its interests in connection therewith. Any Lender, upon becoming entitled to be paid such costs, losses, premiums and expenses, shall, in respect of a Canadian Credit Facility, shall deliver to the relevant Canadian Borrower and the Agent, or, in respect of a U.S. Credit Facility, deliver to the U.S. Borrower and the Agent, Agent a certificate of such the Lender certifying as to such amounts and, in the absence of manifest error, such certificate shall be conclusive and binding for all purposes. (2) With respect to the funding of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances pursuant to Section 2.15(d) or otherwise hereunder, it is agreed that the applicable Borrower shall provide for the funding in full of the repayment of unexpired Letters of Credit unmatured Bankers’ Acceptances to be repaid by paying to and depositing with the Agent cash collateral (the “Cash Collateral”) for each such unexpired Letter of Credit unmatured Bankers’ Acceptances equal to the maximum face amount payable at maturity thereof, plus the fees payable pursuant to Sections 6.11(1) and 6.11(2) through to the expiry of such Letter of Credit, in each case, in the respective currency which the relevant Letter of Credit is denominated; such cash collateral Cash Collateral deposited by such the Borrower shall be held invested by the Agent in Approved Securities as may be directed in writing by the Borrower from time to time (the “Collateral Investments”), provided that the Borrower shall direct said investments so that they mature in amounts sufficient to permit payment of the Obligations for maturing Bankers’ Acceptances on the maturity dates thereof, with interest thereon to be credited to the Borrower. In the event that the Agent is not provided with instructions from the Borrower to make Collateral Investments as provided herein, the Agent shall hold such Cash Collateral in an interest bearing cash collateral account with interest to be credited to such Borrower at rates prevailing at the time of deposit for similar accounts with the Agent. Such cash collateral accounts shall be assigned to the Agent as security for the obligations of such Borrower in relation to such Letters of Credit and the Security Interest of the Agent thereby created in such cash collateral shall rank in priority to all other Security Interests and adverse claims against such cash collateral. Such cash collateral shall be applied to satisfy the obligations of such Borrower for such Letters of Credit as payments are made thereunder and the Agent is hereby irrevocably directed by such Borrower to so apply any such cash collateral. Amounts held in such cash collateral accounts may not be withdrawn by the applicable Borrower without the consent of all of the relevant Lenders, the applicable Fronting Lenders or the applicable Operating Lender, as the case may be; however, interest on such deposited amounts shall be for the account of such Borrower and may be withdrawn by such Borrower so long as no Default or Event of Default is then continuing. If after expiry of the Letters of Credit for which such funds are held and application by the Agent of the amounts in such cash collateral accounts to satisfy the obligations of such Borrower hereunder with respect to the Letters of Credit being repaid, any excess remains, such excess shall be promptly paid by the Agent to the applicable Borrower so long as no Default or Event of Default is then continuing.(the