Exhibit 10.49
 
 CASH COLLATERAL AGREEMENT
 JPMORGAN CHASE BANK, N.A. London Branch Bank J.P. Morgan Europe Limited JP Morgan
Europe Na Pali SAS Depositor Cash Collateral Agreement
    Date:

    December 2008THE BANK
    
    
    
    THE DEPOSITORAddress:
    
    125 London Wall
London
EC2Y 5AJ
United Kingdom
    
    
    
    Address:
    
    Na Pali SAS
162 rue Belharra
64500 St. Jean De Luz
FranceAttention:
    
    Alastair A. Stevenson
    
    
    
    Attention:
    
    Monsieur Pierre Agnès
 By:
    
    
    
    
    
    EXECUTED as a DEED      )Name: Alastair A. Stevenson
    
    
    
    by Na Pali SAS               
    )Title: Managing DirectorBy:
    
    Name: Pierre Agnès
Title: Président




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J.P. MORGAN EUROPE LIMITED
 Address:
    
    125 London Wall
London
EC2Y 5AJ
United KingdomAttention:
    
    Alastair A. Stevenson
 By:Name Alastair A. StevensonTitle:
    Managing Director 2




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TERMS AND CONDITIONS
 1.
    
    Interpretation and Definitions1.1.
    
    In these terms and conditions:Account means account number 38877001 maintained by the Depositor with the Bank or any
redesignation or renewal thereof, into which the Depositor shall deposit EUR 35.6 million on
or before 10 December 2008.Cash Collateral Agreement means the cash collateral agreement dated ___December 2008
among the Bank, JP Morgan Europe and the Depositor, of which these terms and conditions form
part.Default means the occurrence of any Default under and as defined in the Issuance and
Reimbursement Agreement.Deposit means the balance from time to time standing to the credit of the Account, and all
rights, benefits and proceeds attaching thereto or arising therefrom or in respect thereof.Obligations means any and all of the present and future, actual or contingent, payment and
other obligations owing to the Bank or JP Morgan Europe by the Depositor under or in
connection with the Issuance and Reimbursement Agreement, the Application and Agreement or
this Cash Collateral Agreement.Successor means any assignee or successor in title of the Bank or JP Morgan Europe or any
person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the
rights and obligations of the Bank or JP Morgan Europe hereunder or to which under such laws
the same have been transferred.1.2.
    
    In these terms and conditions, any reference to a Clause is, unless otherwise stated, a
reference to a Clause hereof.1.3.
    
    Clause headings are for ease of reference only.2.
    
    Charge2.1.
    
    The Depositor charges the Account and Deposit, with full title guarantee and by way of first
fixed charge, in favour of the Bank and JP Morgan Europe for the payment to the Bank and JP
Morgan Europe and the discharge of all of the Obligations.2.2.
    
    This Cash Collateral Agreement shall constitute notice to the Bank of the charge referred to
in Clause 2.1 and the Bank hereby acknowledges such notice.3.
    
    Account and Deposit3.1.
    
    Subject to Clause 3.3, the Bank (for itself and on behalf of JP Morgan Europe) shall be
entitled, without providing prior notice, to set-off or transfer any amount from time to time
standing to the credit of the Account in or towards satisfaction of all or any part of the
Obligations.3.2.
    
    Any balance standing to the credit of the Account shall be maintained on the terms that
(except with the Banks and JP Morgan Europes prior written consent and subject to Clause
3.5) it shall, subject to Clause 3.3, mature on the first time at which (i) there are no
outstanding Obligations, (ii) neither the Bank nor JP Morgan Europe is under any commitment,
obligation or liability (actual or
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contingent) to make advances or provide other financial accommodation which, if made or
provided, would give rise to any Obligations, and (iii) the Issuance and Reimbursement
Agreement, the Application and Agreement and the Bank Account Pledge Agreement have been
terminated.3.3.
    
    If any of the Obligations shall become due and payable and shall not have been paid by close
of business on the same day, then only so much of the Deposit shall mature as equals the
amount of the Obligations which became due and payable and had not been paid by close of
business on that day. At such time as any such balance shall mature or at any time
thereafter, the Bank (for itself and on behalf of JP Morgan Europe) may without providing
prior notice exercise in relation thereto all or any rights of set-off, combination or
consolidation to which the Bank (for itself and on behalf of JP Morgan Europe) may be entitled
under this Cash Collateral Agreement, law or statute, including the transfer and application
from time to time of all or any part of the Deposit in or towards satisfaction of all or any
part of the Obligations.3.4.
    
    Interest shall accrue on the Account at such rates and be payable on such dates and in such
manner as may be determined from time to time by the Bank in its reasonable discretion. Any
agreement that all or any part of the balance on the Account is to be held on fixed time
deposit shall be for the purpose of calculation and payment of interest only and shall not
prejudice the Banks or JP Morgan Europes rights or obligations under or pursuant to this
Clause or any other term of this Cash Collateral Agreement.3.5.
    
    The Depositor shall not be permitted to withdraw any amounts from the Account without the
prior written consent of the Bank which may be withheld by the Bank in its sole discretion;
unless (i) following such withdrawal, the credit balance of the Account is at least equal to
EUR 35.6 million and, (ii) no Default has occurred and is continuing at the time of such
withdrawal.3.6.
    
    Save with the Banks and JP Morgan Europes prior written consent, no right, title or
interest in relation to the Account shall be capable of assignment.3.7.
    
    The provisions of this Clause shall be without prejudice to the provisions of Clause 2.4.
    
    Effectiveness of Collateral4.1.
    
    The collateral constituted and the rights, powers and remedies provided by this Cash
Collateral Agreement shall be cumulative, in addition to and independent of every other
security which the Bank or JP Morgan Europe may at any time hold for the Obligations or any
rights, powers and remedies provided by this Cash Collateral Agreement or by law (each a
Banks Right). No prior security held by the Bank or JP Morgan Europe over the whole or any
part of the Account and Deposit shall merge in the collateral hereby constituted.4.2.
    
    This Cash Collateral Agreement shall remain in full force and effect as a continuing
arrangement unless and until the Bank and JP Morgan Europe discharge it.4.3.
    
    No failure on the Banks or JP Morgan Europes part to exercise, or delay on its part in
exercising, any Banks Right shall operate as a waiver thereof, nor shall any single or
partial waiver of a Banks Right preclude any further or other exercise of that Banks Right
or the exercise of any other Banks Right.4.4.
    
    Subsection (1) of Section 93 of the Law of Property Act 1925 shall not apply to this Cash
Collateral Agreement.
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5.
    
    Account5.1.
    
    If the Bank or JP Morgan Europe at any time receives notice of any subsequent mortgage,
assignment, charge or other interest affecting all or any part of the Account and Deposit, all
payments thereafter made by the Depositor to the Bank shall be treated as having been credited
to a new account of the Depositor and not as having been applied in reduction of the
Obligations at the time when the Bank or JP Morgan Europe received notice.5.2.
    
    All monies received, recovered or realised by the Bank (for itself and on behalf of JP Morgan
Europe) under this Cash Collateral Agreement (including the proceeds of any conversion of
currency) may in its discretion be credited to and held in any suspense or impersonal account
pending their application from time to time in or towards the discharge of any of the
Obligations.6.
    
    Costs, Charges and ExpensesAll the Banks and JP Morgan Europes costs, charges and expenses incurred in the exercise
of any Banks Right, or in connection with the execution of or otherwise in relation to this
Cash Collateral Agreement or in connection with the enforcement of the collateral hereby
constituted, shall be reimbursed to the Bank or JP Morgan Europe, as applicable, by the
Depositor on demand on a full indemnity basis together with interest from the date of such
demand to the date such payment was received at such rate or rates as the Bank or JP Morgan
Europe, as applicable, may determine in relation to the currency involved; provided,
that the legal fees of counsel to the Bank and JP Morgan Europe to be paid by the Depositor
in connection with the drafting and negotiation of this Cash Collateral Agreement shall be
limited to US$10,000.7.
    
    Currency ConversionFor the purpose of or pending the discharge of any of the Obligations the Bank (for itself
and on behalf of JP Morgan Europe) may convert any money received, recovered or realised or
subject to application by it under this Cash Collateral Agreement from one currency to
another, as the Bank may think fit; and any such conversion shall be effected at the Banks
spot rate of exchange for the time being for obtaining such other currency with the first
currency.8.
    
    Notices8.1.
    
    Any notice or demand to be served on the Depositor under or pursuant to this Cash Collateral
Agreement may be served by hand delivery or overnight courier service to the Depositors
address specified on the first page of this Cash Collateral Agreement or posting the same (by
prepaid first-class post) by letter addressed to such address, or by facsimile to any
facsimile number notified by the Depositor to the Bank. Any notice or demand to be served on
the Depositor shall be effective when the Bank has received confirmation that such notice or
demand was delivered to the Depositor.8.2.
    
    Any notice or demand to be served on the Bank or JP Morgan Europe under or pursuant to this
Cash Collateral Agreement may be served by hand delivery or overnight courier service to the
Banks address specified on the first page of this Cash Collateral Agreement or posting the
same (by prepaid first-class post) by letter addressed to such address, or by facsimile to any
facsimile number notified by the Bank to the Depositor. Any notice or demand to be served on
the Bank or JP Morgan Europe shall be effective when the Depositor has received confirmation
that such notice or demand was delivered to the Bank.9.
    
    Assignments and Successors9.1.
    
    The Depositor may not assign or otherwise dispose of any right or interest under this Cash
Collateral Agreement or in respect of the Account without the Banks and JP Morgan Europes
prior written consent.
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9.2.
    
    This Cash Collateral Agreement shall remain in effect despite any amalgamation or merger
(however effected) relating to the Bank or JP Morgan Europe; and references to the Bank or JP
Morgan Europe shall be deemed to include their Successors, as applicable.9.3.
    
    These terms and conditions may be enforced only by a party to it or such partys Successors.10.
    
    Term and Release10.1.
    
    This Cash Collateral Agreement shall terminate when (i) there are no outstanding Obligations
and (ii) neither the Bank nor JP Morgan Europe is under any commitment, obligation or
liability (actual or contingent) to make advances, fund any draws under any letter of credit
or provide other financial accommodation which, if made or provided, would give rise to any
Obligations.10.2.
    
    After the performance and payment in full of the Obligations and the termination of this
Cash Collateral Agreement, at the reasonable request of the Depositor, accompanied by such
certificates, opinions, instruments and other documents as the Bank, may reasonably require,
the Bank shall as soon as reasonably practicable, at the expense of the Depositor, execute
instruments, in form and substance reasonably satisfactory to the Bank and the Depositor,
acknowledging the satisfaction and discharge of the Obligations and shall return to the
Depositor any sums which remain credited to the Account. As from such date of release, and
upon the Depositors reasonable request, the Bank, shall give to the Depositor, at the
Depositors cost, a written release of this Cash Collateral Agreement and the charge granted
hereunder, in form and substance reasonably satisfactory to the Bank and the Depositor.11.
    
    Law and JurisdictionThis Cash Collateral Agreement shall be governed by English law and for the Banks and JP
Morgan Europes benefit the Depositor irrevocably submits to the jurisdiction of the English
courts (without limiting the right of either party to take proceedings in any other court
of competent jurisdiction).
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