Common use of Deposit Obligations of Borrowers Clause in Contracts

Deposit Obligations of Borrowers. (a) In the event any Letters of Credit are outstanding at the time that any Borrower prepays or is required to repay the Obligations or the Revolving Credit Commitments are terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to one hundred and three percent (103%) of the aggregate outstanding Letter of Credit Liabilities to be available to Revolving Agent, for its benefit and the benefit of the LC Issuers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 3.02 with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. (b) Upon each Specified Revolving Loan LC Issuance, the Revolving Agent shall either (i) be deemed to have deposited with itself for the benefit of all Revolving Lenders an amount equal to the corresponding Specified Revolving Loan proceeds as cash collateral in respect of and as required by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC Issuance. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewith.

Deposit Obligations of Borrowers. Upon the request of the Administrative Agent or the L/C Issuer (aor the Support Provider, as the case may be), (x) In if the L/C Issuer (or the Support Provider, as the case may be) has honored any full or partial drawing request under any Letter of Credit (as if any Support Provider has made a payment under a Support Agreement) and such drawing (or payment) has resulted in any Unreimbursed Amounts or (y) in the event any Letters of Credit Credit, Support Agreements or Unreimbursed Amounts are outstanding at the time that any Borrower prepays Borrowers prepay or is are required to repay the Obligations or the Revolving Credit Commitments are Commitment is terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to Cash Collateralize one hundred and three five percent (103105%) of the aggregate outstanding Letter of Credit Liabilities to and such Cash Collateral shall be available to Revolving Administrative Agent, for its benefit and the benefit of the LC Issuersissuers of Lender Letters of Credit and Support Providers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 3.02 2.03(e) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. (b) Upon each Specified Revolving Loan LC Issuance. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, the Revolving L/C Issuer (or the Support Provider, as the case may be) or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(d) and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.03 in respect of Letters of Credit shall either be held and applied in satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be deemed released during the continuance of a Default or an Event of Default and (y) the Person providing Cash Collateral and the L/C Issuer (or the Support Provider, as the case may be) may agree that Cash Collateral shall not be released but instead held to have deposited with itself support future anticipated Fronting Exposure or other obligations. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a security interest in all Revolving Lenders an amount equal such cash, deposit accounts and all balances therein pledged, deposited with or delivered to the corresponding Specified Revolving Loan Administrative Agent and all proceeds as cash collateral of the foregoing. Cash Collateral shall be maintained in respect of and as required blocked, non-interest bearing deposit accounts at a bank designated by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC IssuanceAdministrative Agent. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewith.

Deposit Obligations of Borrowers. Upon the request of Administrative Agent or the Issuing Bank (aor the Letter of Credit Guarantor, as the case may be), (x) In if the Issuing Bank (or the Letter of Credit Guarantor, as the case may be) has honored any full or partial drawing request under any Letter of Credit (as if any Letter of Credit Guarantor has made a payment under a Letter of Credit Guaranty) and such drawing (or payment) has resulted in any Unreimbursed Amounts or (y) in the event any Letters of Credit, Letter of Credit Guaranties or Unreimbursed Amounts are outstanding at the time that any Borrower prepays Borrowers prepay or is are required to repay the Obligations or the Revolving Credit Commitments are terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to Cash Collateralize one hundred and three five percent (103105%) of the aggregate outstanding Letter of Credit Liabilities to and such Cash Collateral shall be available to Revolving Administrative Agent, for its benefit and the benefit of the LC IssuersIssuing Banks that are Lenders hereunder and Letter of Credit Guarantors, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto. At any time that there shall exist a Defaulting Lender, promptly upon the request of Administrative Agent or the Issuing Bank (or the Letter of Credit Guarantor, as the case may be), unless the Fronting Exposure of such Defaulting Lender is reallocated to one or more Lenders that are not a Defaulting Lender, the Borrowers shall deliver to Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 12.15 and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.24 in respect of Letters of Credit shall be held and applied in satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto and (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) prepay Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, that (x) Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the fee payable under Section 3.02 with respect to such Letters continuance of a Default or Event of Default and (y) the Person providing Cash Collateral and the Issuing Bank (or the Letter of Credit for Guarantor, as the full remaining terms of such Letters of Credit. (bcase may be) Upon each Specified Revolving Loan LC Issuancemay agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. Each Borrower hereby grants to Administrative Agent, the Revolving Agent shall either (i) be deemed to have deposited with itself for the benefit of Administrative Agent and the other Lenders, a security interest in all Revolving Lenders an amount equal such cash, deposit accounts and all balances therein pledged, deposited with or delivered to Administrative Agent and all proceeds of the corresponding Specified Revolving Loan proceeds as cash collateral in respect of and as required by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC Issuance. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral foregoing. Cash Collateral shall be applied (without any further action maintained in blocked, noninterest bearing deposit accounts at a bank designated by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewithAdministrative Agent.

Deposit Obligations of Borrowers. Upon the request of the Administrative Agent or the L/C Issuer (aor the Support Provider, as the case may be), (x) In if the L/C Issuer (or the Support Provider, as the case may be) has honored any full or partial drawing request under any Letter of Credit (as if any Support Provider has made a payment under a Support Agreement) and such drawing (or payment) has resulted in any Unreimbursed Amounts or (y) in the event any Letters of Credit Credit, Support Agreements or Unreimbursed Amounts are outstanding at the time that any Borrower prepays Borrowers prepay or is are required to repay the Obligations or the Revolving Credit Commitments are Commitment is terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to one hundred and three percent (103%) [***] of the aggregate outstanding Letter of Credit Liabilities to and such Cash Collateral shall be available to Revolving Administrative Agent, for its benefit and the benefit of the LC Issuersissuers of Lender Letters of Credit and Support Providers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 3.02 2.03(c) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. (b) Upon each Specified Revolving Loan LC Issuance. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, the Revolving L/C Issuer (or the Support Provider, as the case may be) or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(d) and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.03 in respect of Letters of Credit shall either be held and applied in satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be deemed released during the continuance of a Default or an Event of Default and (y) the Person providing Cash Collateral and the L/C Issuer (or the Support Provider, as the case may be) may agree that Cash Collateral shall not be released but instead held to have deposited with itself support future anticipated Fronting Exposure or other obligations. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a security interest in all Revolving Lenders an amount equal such cash, deposit accounts and all balances therein pledged, deposited with or delivered to the corresponding Specified Revolving Loan Administrative Agent and all proceeds as cash collateral of the foregoing. Cash Collateral shall be maintained in respect of and as required blocked, non-interest bearing deposit accounts at a bank designated by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC IssuanceAdministrative Agent. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewith.

Deposit Obligations of Borrowers. Upon the request of the Administrative Agent or the L/C Issuer (aor the Support Provider, as the case may be), (x) In if the L/C Issuer (or the Support Provider, as the case may be) has honored any full or partial drawing request under any Letter of Credit (as if any Support Provider has made a payment under a Support Agreement) and such drawing (or payment) has resulted in any Unreimbursed Amounts or (y) in the event any Letters of Credit Credit, Support Agreements or Unreimbursed Amounts are outstanding at the time that any Borrower prepays Borrowers prepay or is are required to repay the Obligations or the Revolving Credit Commitments are Commitment is terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to Cash Collateralize one hundred and three five percent (103105%) of the Mesa Credit and Guaranty Agreement —Page 45 aggregate outstanding Letter of Credit Liabilities to and such Cash Collateral shall be available to Revolving Administrative Agent, for its benefit and the benefit of the LC Issuersissuers of Lender Letters of Credit and Support Providers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 3.02 2.03(e) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. (b) Upon each Specified Revolving Loan LC Issuance. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, the Revolving L/C Issuer (or the Support Provider, as the case may be) or the Swingline Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(d) and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.03 in respect of Letters of Credit shall either be held and applied in satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be deemed released during the continuance of a Default or an Event of Default and (y) the Person providing Cash Collateral and the L/C Issuer (or the Support Provider, as the case may be) may agree that Cash Collateral shall not be released but instead held to have deposited with itself support future anticipated Fronting Exposure or other obligations. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, a security interest in all Revolving Lenders an amount equal such cash, deposit accounts and all balances therein pledged, deposited with or delivered to the corresponding Specified Revolving Loan Administrative Agent and all proceeds as cash collateral of the foregoing. Cash Collateral shall be maintained in respect of and as required blocked, non-interest bearing deposit accounts at a bank designated by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC IssuanceAdministrative Agent. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewith.

Deposit Obligations of Borrowers. Upon the request of the Agent or the L/C Issuer (aor the Support Provider, as the case may be), (x) In if the L/C Issuer (or the Support Provider, as the case may be) has honored any full or partial drawing request under any Letter of Credit (as if any Support Provider has made a payment under a Support Agreement) and such drawing (or payment) has resulted in any Unreimbursed Amounts or (y) in the event any Letters of Credit Credit, Support Agreements or Unreimbursed Amounts are outstanding at the time that any Borrower prepays Borrowers prepay or is are required to repay the Obligations or the Revolving Credit Commitments are Revolver Commitment is terminated, the Borrowers shall (i) deposit with Revolving Agent for the benefit of all Revolving Lenders cash in an amount equal to Cash Collateralize one hundred and three five percent (103105%) of the aggregate outstanding Letter of Credit Liabilities to and such Cash Collateral shall be available to Revolving the Agent, for its benefit and the benefit of the LC Issuersissuers of Lender Letters of Credit and Support Providers, to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto and (ii) prepay the fee payable under Section 3.02 2.2.3 with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. (b) Upon each Specified Revolving Loan LC Issuance. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Agent, the Revolving L/C Issuer (or the Support Provider, as the case may be) or the Swingline Lender, the Borrowers shall deliver to the Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 4.2 and any Cash Collateral provided by the Defaulting Lender). Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.2 in respect of Letters of Credit shall either be held and applied in satisfaction of the specific Letter of Credit Liabilities, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Obligor shall not be deemed released during the continuance of a Default or an Event of Default and (y) the Person providing Cash Collateral and the L/C Issuer (or the Support Provider, as the case may be) may agree that Cash Collateral shall not be released but instead held to have deposited with itself support future anticipated Fronting Exposure or other obligations. Each Borrower hereby grants to the Agent, for the benefit of the Agent and the other Secured Parties, a security interest in all Revolving Lenders an amount equal such cash, deposit accounts and all balances therein pledged, deposited with or delivered to the corresponding Specified Revolving Loan Agent and all proceeds as cash collateral of the foregoing. Cash Collateral shall be maintained in respect of and as required blocked, non-interest bearing deposit accounts at a bank designated by the applicable Support Agreement or Lender Letter of Credit or (ii) transfer an amount equal to the corresponding Specified Revolving Loan proceeds to the applicable LC Issuer for the purpose of cash collateralizing the Specified Revolving Loan LC IssuanceAgent. (c) Upon the drawing of any Letter of Credit that has been cash collateralized, the funds held as cash collateral shall be applied (without any further action by or notice to or from any Borrower or any other Loan Party) to reimburse the LC Issuer or the Revolving Lenders, as applicable. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee or interest, as applicable, attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i), as applicable, to the extent not previously applied by Revolving Agent in the manner described herein; provided that in the case of any Specified Revolving Loan LC Issuance, the deposit described in the preceding clause (i) shall be used to prepay, or cause to be prepaid, such Specified Revolving Loans funded in connection therewith.