Common use of Certain Cash Collateral Clause in Contracts

Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and cash equivalents(i) specifically pledged to secure Credit Document Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.17, 3.4(a), 3.8, 5.2(b) or 11.14 of the Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) specifically pledged to any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites shall, in each case be applied as specified in the First Priority Debt Documents or the Second Priority Debt Documents, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this Agreement. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.

Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and cash equivalents(i) specifically pledged to secure Credit Document Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.172.16, 3.4(a), 3.8, 5.2(b) or 11.14 11.13 of the Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) to the extent the pledge thereof is permitted under the Senior Debt Documents and Second Priority Debt Documents then in effect, specifically pledged to any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites Parties shall, in each case be applied as specified in the First Priority Senior Debt Documents or the Second Priority Debt Documents, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this Agreementas, and to the extent, provided in Section 4.01. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts against any cash and cash equivalents (or letter of credit support) that does not constitute Shared Collateral and that was specifically pledged to such Secured Party as provided in this Section 2.06 (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any such cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other such credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.

Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior ABL Debt Documents Document or Second Term Priority Debt Documents Document to the contrary, collateral (x) Collateral consisting of cash and cash equivalents(iCash Equivalents (as defined in the ABL Credit Agreement) specifically and the proceeds thereof (i) pledged to secure Credit Document ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by pursuant the Administrative Agent pursuant to Sections 2.17, 3.4(a), 3.8, 5.2(b) or 11.14 of the ABL Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or and/or (ii) specifically pledged deposited in, or credited to, any account for the purpose of Cash Collateralizing (as defined in the ABL Credit Agreement) obligations in respect of Letters of Credit pursuant to any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites ABL Credit Agreement shall, in each case case, be applied as specified in the First Priority ABL Credit Agreement and will not constitute Shared Collateral and, for the avoidance of doubt, no account containing any such cash and Cash Equivalents shall constitute Shared Collateral and (y)(i) funds deposited for the satisfaction, discharge, redemption or defeasance of any Secured Obligations in accordance with the terms of the applicable ABL Debt Documents or the Second Term Priority Debt DocumentsDocument and (ii) cash collateral deposited with (or pledged to) the ABL Representative, Term Priority Representative or any other Secured Party in respect of any ABL Hedging Agreement Obligations, ABL Cash Management Obligations, First Lien Term Hedging Agreement Obligations or First Lien Term Cash Management Obligations which are secured under the applicable Collateral Documents shall, in each case, be applied as specified in the applicable ABL Debt Documents or Term Priority Debt Document, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this Agreement. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.

Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents Document or Second Junior Priority Debt Documents Document to the contrary, collateral (x) Collateral consisting of cash and cash equivalents(iPermitted Investments (as defined in the First Lien Credit Agreement) specifically and the proceeds thereof (i) pledged to secure First Lien Credit Document Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by pursuant the Administrative Agent pursuant to Sections 2.17First Lien Credit Agreement, 3.4(a), 3.8, 5.2(b) or 11.14 of the Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) specifically pledged deposited in, or credited to, any account for the purpose of Cash Collateralizing obligations in respect of Letters of Credit pursuant to the First Lien Credit Agreement and/or (iii) deposited in, or credited to, any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites Term C Loan Collateral Account shall, in each case case, be applied as specified in the [Collateral Trust Agreement and the]12 First Priority Lien Credit Agreement and will not constitute Shared Collateral and, for the avoidance of doubt, no account (including the Term C Loans Collateral Accounts) containing any such cash and Permitted Investments shall constitute Shared Collateral and (y) (i) funds deposited for the satisfaction, discharge, redemption or defeasance of any Secured Obligations in accordance with the terms of the applicable Senior Debt Documents or the Second Junior Priority Debt DocumentsDocument, (ii) cash collateral deposited with (or pledged to) any Senior Representative, Junior Priority Representative or Secured Party in accordance with the terms of the applicable Senior Debt Documents or Junior Priority Debt Document and (iii) cash collateral deposited with any Senior Representative, Junior Priority Representative or Secured Party in respect of any Hedging Obligations or Cash Management Obligations which are secured under the applicable Senior Debt Documents shall, in each case, be applied as specified in the applicable Senior Debt Documents or Junior Priority Debt Document, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this Agreement. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.

Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and cash equivalents(iequivalents (i) specifically pledged to secure Credit Document Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.172.2, 3.4(a), 3.8, 5.2(b) or 11.14 4.9 and 5.10 of the Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) to the extent the pledge thereof is permitted under the Senior Debt Documents and Second Priority Debt Documents then in effect, specifically pledged to any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites Parties shall, in each case be applied as specified in the First Priority Senior Debt Documents or the Second Priority Debt Documents, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this AgreementProceeds as, and to the extent, provided in Section 4.1. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts against any cash and cash equivalents (or letter of credit support) that does not constitute Shared Collateral and that was specifically pledged to such Secured Party as provided in this Section 2.6 (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any such cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other such credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.

Certain Cash Collateral. Notwithstanding anything in this Agreement Document or any other Senior Debt Documents or Second Priority Debt Documents to the contrary, collateral consisting of cash and cash equivalents(iCash Equivalents (i) specifically pledged to secure Credit Document Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the Administrative Agent pursuant to Sections 2.174.5, 3.4(a)6.1, 3.86.3, 5.2(b) 6.4, 7.2, 7.3, 7.4, 12.4, 15.15 or 11.14 16.11 of the Credit Agreement (or any equivalent successor provision) or any applicable provision in connection with such pledge or (ii) to the extent the pledge thereof is permitted under the Senior Debt Documents and Second Priority Debt Documents then in effect, specifically pledged to any Second Priority Debt Party or a group of Second Priority Debt Parties to secure only the Second Priority Debt Obligations owing to such Second Priority Debt Parites Parties shall, in each case be applied as specified in the First Priority Senior Debt Documents or the Second Priority Debt Documents, as applicable, and will not constitute Shared Collateral; provided, however, that if any Grantor shall fail to pay any of such Secured Obligations owing under such Senior Debt Document or Second Priority Debt Document as and when required thereunder, then the applicable Secured Party agrees that to the extent it seeks to satisfy any such Secured Obligations owing to it, such Secured Party shall first proceed to satisfy such Secured Obligations with the proceeds of any such cash collateral (or any letter of credit or other credit support specifically issued or pledged in favor of such Secured Party to support such Secured Obligations). If, following the application of any such cash collateral, letter of credit or other credit support to the repayment of such Secured Obligations owing to the applicable Secured Party, such Secured Party has not received the full amount of the Secured Obligations then due and owing to it, it shall be entitled to its pro rata share of any Shared Collateral proceeds as otherwise contemplated by this AgreementProceeds as, and to the extent, provided in Section 4.01. Nothing in this Agreement shall be construed to impair the right of any Secured Party to recoup, set off, net or off-set amounts against any cash and Cash Equivalents (or letter of credit support) that does not constitute Shared Collateral and that was specifically pledged to such Secured Party as provided in this Section 2.06 (including amounts delivered as margin or cash collateral) to the extent permitted under the applicable Senior Debt Document or Second Priority Debt Document, or exercise its rights and remedies with respect to any such cash collateral pledged for its sole benefit or as a beneficiary under and pursuant to any other such credit support issued solely in its favor, each of which will be governed by the terms of such Senior Debt Document or Second Priority Debt Document, as applicable.