Common use of Segregated Cash Collateral Clause in Contracts

Segregated Cash Collateral. (i) All or any portion of the proceeds from Incremental Term Loans (together with Other Funds (as defined below)) may at the Borrowers’ sole election be deposited in an account acceptable to the Administrative Agent on terms and conditions acceptable to the Administrative Agent as “Segregated Cash Collateral” and in connection therewith held by the Administrative Agent as part of the collateral securing only such Incremental Term Loans, without any requirement that the Lenders of other outstanding Term Loans be granted a security interest until such time as such Segregated Cash Collateral (or any portion thereof) shall have become Cash Collateral securing all outstanding Term Loans or is released to the Borrowers for the purpose of acquiring Collateral that will secure the Obligations under all outstanding Term Loans, (ii) the Borrowers shall be permitted to apply such Segregated Cash Collateral (or any portion thereof) to prepay (or offer to prepay) all or a portion of such Incremental Term Loans in accordance with the terms of this Agreement without any obligations to prepay (or offer to prepay) any other then outstanding Term Loans, (iii) the Borrowers shall, to the extent of any portion of such Segregated Cash Collateral provided by the Borrowers which did not constitute proceeds from Incremental Term Loans (the “Other Funds”), be entitled to obtain a release of such Other Funds, deposited as Segregated Cash Collateral in connection with the borrowing of such Incremental Term Loans, in an amount not to exceed the percentage of the principal amount of such Incremental Term Loans that have been repaid by the Borrowers and (iv) to the extent the Borrowers’ obligations to repay such Incremental Term Loans pursuant to the terms of the arrangement regarding such Segregated Cash Collateral shall have terminated or expired, then such remaining Segregated Cash Collateral (and/or Collateral acquired therewith) shall be delivered to the Administrative Agent as Collateral to secure all outstanding Term Loans. Incremental Term Loans borrowed in accordance with the terms of the preceding sentence shall not be entitled to the benefit of any of the Collateral securing the Obligations under the then outstanding Term Loans except to the extent (which may be on more than one occasion with respect to one or more borrowings of Incremental Term Loans) that Segregated Cash Collateral shall have become Cash Collateral securing the Obligations under all outstanding Term Loans or shall have been applied to the acquisition of Collateral securing the Obligations under all outstanding Term Loans.