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 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. Upon the occurrence and during the continuance of an Event of Default, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting Letter 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) 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. Upon Within thirty (30) days following the occurrence date on which any Grantor obtains any Letter of Credit Rights in excess of $250,000 in the aggregate after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter of Credit Right and during the continuance of an Event of Default, each Grantor will promptly use commercially reasonable efforts to (ii) cause the issuer of each letter such Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 Subject to the terms of the Intercreditor Agreement, at any time following the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Collateral Agent, (i) notify (and such each 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters each Letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each Grantor, 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 rights) 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. Upon Promptly following the occurrence 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 during the continuance of an Event of Default, each Grantor will promptly use commercially reasonable efforts to (ii) cause the issuer of each letter Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s assignment of the proceeds Proceeds thereof pursuant to in a consent agreement in form and substance reasonably satisfactory to the Collateral Agent Lender and deliver written evidence of such consent to the Collateral AgentLender. (b) Upon the occurrence and during the continuance of an Event of Default, each such Grantor will, promptly upon written request by the Collateral AgentLender and subject to the terms of the Intercreditor Agreement, (i) notify (and such each 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) arrange for the Collateral Agent Lender to become the transferee beneficiary Letter of such letters of creditCredit.

As to Letter-of-Credit Rights. (a) 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. Upon the occurrence and during the continuance of an Event of Default, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with having a face amount in excess of $1,000,000 250,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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, each Grantor will, promptly upon written 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 Related Contracts consisting of letters of credit having a face amount in excess of $250,000 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting Letter of letter-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 Letter of letters of credit Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Upon Promptly following the occurrence 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 during (ii) with respect to Letter of Credit Rights in excess of $250,000, or which are included in determining the continuance of an Event of DefaultBorrowing Base, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 and during the continuance existence of an Event of Default, each Grantor will, promptly upon written 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 Related Contracts consisting Letters of letters of credit Credit that the proceeds Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and that 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) arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letters each Letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting Letter of letter-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 Letter of letters of credit Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Upon Promptly following the occurrence 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 during the continuance (ii) with respect to Letter of an Event Credit Rights in excess of Default$500,000, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 and during the continuance existence of an Event of Default, each Grantor will, promptly upon written 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 Related Contracts consisting Letters of letters of credit Credit that the proceeds Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and that 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) arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letters each Letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting Letter of letter-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 Letter of letters of credit Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Upon Promptly following the occurrence 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 during the continuance (ii) with respect to Letter of an Event Credit Rights in excess of Default$250,000, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 and during the continuance existence of an Event of Default, each Grantor will, promptly upon written 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 Related Contracts consisting Letters of letters of credit Credit that the proceeds Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and that 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) arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letters each Letter of creditCredit.

As to Letter-of-Credit Rights. (a) 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 assigneebeneficiary. Upon the occurrence and during the continuance of an Event of Default, each Each Grantor will promptly use its commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 a Default, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters letter of credit.

As to Letter-of-Credit Rights. (a) 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. Upon the occurrence and during the continuance of an Event of Default, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s assignment of the proceeds thereof pursuant in substantially the form of the Consent to a consent Assignment of Letter of Credit Rights attached hereto as Exhibit H or otherwise in form and substance reasonably satisfactory to the Collateral Agent and deliver written evidence of such consent to the Collateral Agent, provided that so long as no Default under Section 6.01(a) or (f) of the Credit Agreement and an Event of Default has occurring and is continuing, this Section 17 shall not apply to letters of credit the aggregate face amount of which does not exceed $1,000,000 (for all Grantors taken as a whole). (b) Upon the occurrence and during of a Default under Section 6.01(a) or (f) of the continuance of Credit Agreement or an Event of Default, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters letter of credit.

As to Letter-of-Credit Rights. (a) Each GrantorIf any Grantor is, by granting at any time, 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 beneficiary or assignee under Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Upon constituting Collateral, such Grantor shall promptly notify the occurrence Collateral Agent thereof and during the continuance of an Event of Default, each such Grantor will shall promptly use commercially reasonable efforts to cause the issuer of each such letter of credit with having a face amount in excess of $1,000,000 250,0001,000,000 individually or $1,000,0005,000,000 as to all such letters of credit and each nominated person (if any) with respect thereto to consent to such GrantorXxxxxxx’s 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, each Each Grantor will, promptly upon written 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 Related Contracts consisting of letters of credit constituting Collateral having a face amount in excess of $250,0001,000,000 individually or $1,000,0005,000,000 as to all such 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights in an amount exceeding $1,000,000 to the Collateral Agent, intends to (and subject to Section 30 hereof, hereby does) collaterally 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. Upon the occurrence and during the continuance of an Event of Default, each Each Grantor will promptly use its commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s assignment of the proceeds thereof pursuant in substantially the form of the Consent to a consent Assignment of Letter of Credit Rights attached hereto as Exhibit G 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 DefaultDefault (and subject to Section 30 hereof), each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters letter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights in an amount exceeding $1,000,000 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 Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Upon the occurrence and during the continuance of an Event of Default, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s assignment of the proceeds thereof pursuant in substantially the form of the Consent to a consent Assignment of Letter of Credit Rights attached hereto as Exhibit G 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, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters letter of credit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables consisting Letter of letter-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 Letter of letters of credit Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Upon Promptly following the occurrence 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 during the continuance (ii) with respect to Letter of an Event Credit Rights in excess of Default$2,000,000, each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 and during the continuance existence of an Event of Default, each Grantor will, promptly upon written 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 Related Contracts consisting Letters of letters of credit Credit that the proceeds Proceeds thereof have been assigned to the Collateral Administrative Agent hereunder and that 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) arrange for the Collateral Administrative Agent to become the transferee beneficiary of such letters each Letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each GrantorIf any Grantor is, by granting at any time, 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 beneficiary or assignee under Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Upon constituting Collateral, such Grantor shall promptly notify the occurrence Collateral Agent thereof and during the continuance of an Event of Default, each such Grantor will shall promptly use commercially reasonable efforts to cause the issuer of each such letter of credit with having a face amount in excess of $1,000,000 250,0001,000,000 individually or $1,000,0005,000,000 as to all such letters of credit and each nominated person (if any) with respect thereto to consent to such GrantorXxxxxxx’s 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, each eachEach Grantor will, promptly upon written 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 Related Contracts consisting of letters of credit constituting Collateral having a face amount in excess of $250,0001,000,000 individually or $1,000,0005,000,000 as to all such 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) Each GrantorIf any Grantor is, by granting at any time, 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 beneficiary or assignee under Related Contracts consisting of letters of credit of which it is or hereafter becomes a beneficiary or assignee. Upon constituting Collateral, such Grantor shall promptly notify the occurrence Collateral Agent thereof and during the continuance of an Event of Default, each such Grantor will shall promptly use commercially reasonable efforts to cause the issuer of each such letter of credit with having a face amount in excess of $1,000,000 individually or $5,000,000 as to all such letters of credit and each nominated person (if any) with respect thereto to consent to such GrantorXxxxxxx’s 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, each Each Grantor will, promptly upon written 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 Related Contracts consisting of letters of credit constituting Collateral having a face amount in excess of $1,000,000 individually or $5,000,000 as to all such 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) Each U.S. 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. Upon the occurrence and during the continuance of an Event of Default, each U.S. Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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, each U.S. Grantor will, promptly upon written request by the Collateral Agent, (i) notify (and such U.S. 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, the Intercreditor Agent or its designee either of their designees and (ii) arrange for the Collateral Agent or the Intercreditor Agent to become the transferee beneficiary of such letters of credit.

As to Letter-of-Credit Rights. (a) 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 with a face amount exceeding $250,000 of which it is or hereafter becomes a beneficiary or assignee. Upon the occurrence and during the continuance of an Event of Default, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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 and during the continuance of an Event of Default, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters letter of credit.

As to Letter-of-Credit Rights. (a) Each 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 Agent, subject to the terms, conditions and provisions of the Intercreditor Agreement, 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. Upon the occurrence and during the continuance of an Event of Default, each Such Grantor will promptly use its commercially reasonable efforts to cause the issuer of each letter such Letter of credit with a face amount in excess of $1,000,000 Credit and each nominated person (if any) with respect thereto to consent to such Grantor’s 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, each such Grantor will, subject to the terms, conditions and provisions of the Intercreditor Agreement, promptly upon written 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 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) use commercially reasonable effort to arrange for the Collateral Agent to become the transferee beneficiary Letter of such letters of creditCredit.

As to Letter-of-Credit Rights. (a) 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. Upon the occurrence and during the continuance of an Event of Default, each Grantor will promptly following the request of the Collateral Agent use commercially reasonable efforts to cause the issuer of each letter of credit with a face amount in excess of $1,000,000 and each nominated person (if any) with respect thereto to consent to such Grantor’s 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, each Grantor will, promptly upon written 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 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) arrange for the Collateral Agent to become the transferee beneficiary of such letters of credit.or