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

As to Letter-of-Credit Rights. (a) The Borrower, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower will promptly use commercially reasonable 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 pursuant to a consent 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, the Borrower will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 4 contracts

Samples: Term Loan Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-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 rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower 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 Proceeds thereof pursuant to 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 of an Event of Default, the Borrower such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit 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 letter of creditCredit.

Appears in 4 contracts

Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (Swift Transportation Co)

As to Letter-of-Credit Rights. (a) The BorrowerGrantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit in favor of Grantor and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds thereof pursuant to a consent 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, the Borrower Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 3 contracts

Samples: Guaranty and Security Agreement (Applied Dna Sciences Inc), Security Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights 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 Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use its commercially reasonable 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 Proceeds thereof pursuant to 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 Default, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit issued in favor of such Grantor that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letter of credit.

Appears in 3 contracts

Samples: Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable 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 pursuant to a consent 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, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 2 contracts

Samples: Security Agreement (Quantum Corp /De/), First Lien Security Agreement (Terremark Worldwide Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all 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. The Borrower Each Grantor will promptly use its commercially reasonable 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 pursuant to a consent 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, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 2 contracts

Samples: Security Agreement (LifeCare Holdings, Inc.), Security Agreement (LifeCare Holdings, Inc.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-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 rightsrights ) to the proceeds Proceeds of all Related Contracts consisting individual Letter-of-Credit Rights in excess of letters of credit $2,000,000 of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use its commercially reasonable 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 pursuant to 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, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit 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 use commercially reasonable effort to any letters of credit that are transferable, arrange for the Collateral Agent to become the transferee beneficiary Letter of letter of creditCredit.

Appears in 2 contracts

Samples: Credit Agreement (Hanesbrands Inc.), First Lien Credit Agreement (Hanesbrands Inc.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights 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 rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use its commercially reasonable 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 pursuant to 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 of an Event of a Specified Default, the Borrower such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit 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 letter of creditCredit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Ferro Corp)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable 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 pursuant to a consent 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 and during the continuance of an Event of Default, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit credit, if any, 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 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 of letter of credit.

Appears in 1 contract

Samples: Security Agreement (Cig Wireless Corp.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower will Upon the occurrence and during the continuance of an Event of Default, each Grantor will, upon the request of the Collateral Agent, promptly use commercially reasonable 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 pursuant to a consent 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, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Security Agreement (Rayovac Corp)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use commercially reasonable its 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 Proceeds thereof pursuant to 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 Default, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit issued in favor of such Grantor that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letter of credit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Amerigon Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of 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 thereof pursuant to a consent in substantially the form of the Consent to Assignment of Letter of Credit Rights 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 6.01(a) or (f) of the Credit Agreement or Event of Default, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: First Lien Security Agreement (Hexacomb CORP)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor other than the Parent, by granting a security interest in its Receivables consisting of letterLetter-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) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use its commercially reasonable 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 Proceeds thereof pursuant to 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 a Facility Event of Default, the Borrower such Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit 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 of the letter of credit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Air Lease Corp)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of 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 thereof pursuant to a consent in substantially the form of the Consent to Assignment of Letter of Credit Rights 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 6.01(a), (b) or (h) of the Indenture or Event of Default, the Borrower 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 the Borrower such Grantor hereby authorizes the Collateral Agent to notify) ), the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Second Lien Security Agreement (Hexacomb CORP)

As to Letter-of-Credit Rights. (a) The BorrowerGrantor, by granting a security interest in its Receivables consisting Letter of letter-of-credit rights Credit Rights to the Collateral AgentLender, intends to (and hereby does) collaterally assign to the Collateral Agent Lender its rights (including its contingent rightsrights ) to the proceeds Proceeds of all Related Contracts consisting Letter of letters of credit Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Grantor will comply with the reporting requirements related to letters of credit in the Loan Agreement. With respect to letters of credit having a face amount in excess of $100,000, Borrower will promptly use commercially reasonable efforts to cause 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 Proceeds thereof pursuant to 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, the Borrower Grantor will, promptly upon request by the Collateral AgentLender, (i) notify (and the Borrower Grantor hereby authorizes the Collateral Agent Lender to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee Lender and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Agent Lender to become the transferee beneficiary of letter each Letter of creditCredit.

Appears in 1 contract

Samples: Security Agreement (Great Lakes Aviation LTD)

As to Letter-of-Credit Rights. (a) The Borrower13.1. Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable its 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 pursuant to a consent in form and substance reasonably 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, the Borrower each Grantor will, promptly upon reasonable request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (TLC Vision Corp)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower At the request of the Collateral Agent, each Grantor will promptly use commercially reasonable 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 pursuant to a consent 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 a Default, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Security Agreement (Seitel Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) collaterally assign to the Collateral Administrative Agent its rights (including its contingent rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use commercially reasonable 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 pursuant to 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, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of letter of creditCredit.

Appears in 1 contract

Samples: Credit Agreement (Asyst Technologies Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights Credit Rights to the Collateral AgentTrustee, intends to (and hereby does) collaterally assign to the Collateral Agent Trustee its rights (including its contingent rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use commercially reasonable its 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 pursuant to 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, the Borrower such Grantor will, promptly upon request by the Collateral AgentTrustee, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent Trustee to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee Trustee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Agent Trustee to become the transferee beneficiary Letter of letter of creditCredit.

Appears in 1 contract

Samples: Credit Agreement (Champion Enterprises Inc)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable 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 pursuant to a consent 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, the Borrower each Grantor will, promptly upon request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Security Agreement (NCO Teleservices, Inc.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Collateral Agent, intends to (and hereby does) assign to the Collateral Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. The Borrower Each Grantor will promptly use commercially reasonable its 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 pursuant to a consent 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, the Borrower each Grantor will, promptly upon reasonable request by the Collateral Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of 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 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 of letter of credit.

Appears in 1 contract

Samples: Senior Secured Debtor in Possession Credit Agreement (TLC Vision Corp)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights 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 Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower Such Grantor will promptly use commercially reasonable its 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 pursuant to 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 of an Event of a Specified Default, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of letter of creditCredit.

Appears in 1 contract

Samples: Credit Agreement (Sabre Industries, Inc.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights Credit Rights to the Collateral Administrative Agent, intends to (and hereby does) assign to the Collateral Administrative Agent its rights (including its contingent rightsrights ) to the proceeds Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower will Such Grantor will, subject to the Permitted Perfection/Control Exceptions, promptly use commercially reasonable its 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 pursuant to 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 of an Event of Default, the Borrower such Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower such Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary of letter such Letter of creditCredit.

Appears in 1 contract

Samples: Credit Agreement (Medidata Solutions, Inc.)

As to Letter-of-Credit Rights. (a) The BorrowerEach Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights 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 Proceeds of all Related Contracts consisting of letters of credit Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. The Borrower will promptly use commercially reasonable efforts Promptly following the date on which any Grantor 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 Letter of credit Credit and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds Proceeds thereof pursuant to 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, the Borrower each Grantor will, promptly upon request by the Collateral Administrative Agent, (i) notify (and the Borrower each Grantor hereby authorizes the Collateral Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters of letters of credit Credit that the proceeds 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 or its designee and (ii) with respect to any letters of credit that are transferable, arrange for the Collateral Administrative Agent to become the transferee beneficiary Letter of letter of creditCredit.

Appears in 1 contract

Samples: Pledge and Security Agreement (Flotek Industries Inc/Cn/)