Common use of As to Letter-of-Credit Rights Clause in Contracts

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of Default, such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each GrantorThe Borrower, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Grantor The Borrower will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of Default, such Grantor the Borrower will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor the Borrower hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights rights) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters letters of Credit credit issued in favor of such Grantor that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of Creditsuch letter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit in favor of Grantor and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance reasonably satisfactory to the Collateral Agent Secured Parties and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of Default, such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an a Default under Section 8.01(a) or (f) of the Credit Agreement or Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights ) to the Proceeds of all individual Letter-of-Credit Rights in excess of $2,000,000 of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each such Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of a Specified Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent and (ii) use commercially reasonable effort to arrange for the Collateral Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit in an amount individually in excess of $500,000 of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter such letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral AgentTrustee, intends to (and hereby does) collaterally assign to the Collateral Agent Trustee its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Collateral Agent Trustee and deliver written evidence of such consent to the Collateral AgentTrustee. (b) Upon the occurrence of an Event of a Specified Default, such Grantor will, promptly upon request by the Collateral AgentTrustee, (i) notify (and such Grantor hereby authorizes the Collateral Agent Trustee to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent Trustee and (ii) arrange for the Collateral Agent Trustee to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Letter of Credit Rights to the Collateral AgentLender, intends to (and hereby does) collaterally assign to the Collateral Agent Lender its rights (including its contingent rights ) to the Proceeds of all Letter-of-Letter of Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts comply with the reporting requirements related to cause letters of credit in the Loan Agreement. With respect to letters of credit having a face amount in excess of $100,000, Borrower will, upon request of Lender, request that the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such an assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral AgentLender. (b) Upon During the occurrence existence of an Event of Default, such Grantor will, promptly upon request by the Collateral AgentLender, (i) notify (and such Grantor hereby authorizes the Collateral Agent Lender to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent Lender hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent Lender and (ii) arrange for the Collateral Agent Lender to become the transferee beneficiary of each Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights rights) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon the occurrence of an Event of a Specified Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, such each Grantor will, promptly upon reasonable request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of and during the continuance of an Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit, if any, that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will will, subject to the Permitted Perfection/Control Exceptions, promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon the occurrence of an Event of Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary of such Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights rights) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Promptly following the date on which any Grantor will promptly use its commercially reasonable best efforts obtains any Letter of Credit Rights after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter-of-Credit Right and (ii) with respect to Letter of Credit Rights in excess of $250,000 cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon During the occurrence existence of an Event of Default, such each Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such each Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) 13.1. Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) 13.2. Upon the occurrence and during the continuance of an Event of Default, such each Grantor will, promptly upon reasonable request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such At the request of the Collateral Agent, each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of a Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters letters of Credit credit issued in favor of such Grantor that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of Creditsuch letter of credit.

As to Letter-of-Credit Rights. (a) Each GrantorGrantor other than the Parent, by granting a security interest in its Letter-of-Credit Rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence and during the continuance of an a Facility Event of Default, such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditthe letter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit (other than letters of credit the face amount of which does not exceed $1,000,000 or $5,000,000 in the aggregate for all such letters of credit) and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in substantially the form of the Consent to Assignment of Letter of Credit Rights in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an a Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Upon the occurrence and during the continuance of an Event of Default, each Grantor will will, upon the request of the Collateral Agent, promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in substantially the form of the Consent to Assignment of Letter of Credit Rights attached hereto as Exhibit C or otherwise in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, such each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent and deliver written evidence of such consent to the Collateral Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of a Specified Default, such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Administrative Agent and (ii) arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Letter-of-Credit Rights (other than such as is collateral for or issued subject to or in connection with the Borrowers’ existing accounts receivable securitization programs) to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights ) to the Proceeds of all Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Such Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter of Credit and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds thereof in a consent agreement in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an Event of a Specified Default, such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Letters of Credit that the Proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its LetterReceivables consisting of letter-of-Credit Rights credit rights to the Collateral Agent, intends to (and hereby does) collaterally assign to the Collateral Agent its rights (including its contingent rights rights) to the Proceeds proceeds of all Letter-of-Credit Rights Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Such Each Grantor will promptly use its commercially reasonable best efforts to cause the issuer of each Letter letter of Credit credit (other than letters of credit the face amount of which does not exceed $1,000,000 or $5,000,000 in the aggregate for all such letters of credit) and each nominated person (if any) with respect thereto to consent to such assignment of the Proceeds proceeds thereof in pursuant to a consent agreement in substantially the form of the Consent to Assignment of Letter of Credit Rights in form and substance satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent. (b) Upon the occurrence of an a Default under Section 6.01(a), (b) or (h) of the Indenture or Event of Default, such each Grantor will, promptly upon request by the Collateral AgentAgent (Collateral Agent has no obligation to request), subject to the Grantors’ prior obligations under the First Lien Security Agreement and the Intercreditor Agreement, (i) notify (and such Grantor hereby authorizes the Collateral Agent to notify) ), the issuer and each nominated person with respect to each of the Letters Related Contracts consisting of Credit letters of credit that the Proceeds proceeds thereof have been assigned to the Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Collateral Agent or its designee and (ii) arrange for the Collateral Agent to become the transferee beneficiary Letter of Creditletter of credit.