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 Administrative Agent, intends to (and hereby does) assign to the Administrative Agent its rights (including its contingent rights) to the proceeds of all letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary of 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 Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rightsrights ) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . Promptly following the Administrative Agent agrees that date on which any Grantor obtains any Letter of Credit Rights after the date hereof, such proceeds are Grantor shall (i) deliver a supplement to be paid Schedule II identifying such new Letter-of-Credit Right and (ii) with respect to the applicable Grantor unless an Event Letter of Default has occurred and is continuing. Upon the occurrence and during the continuance Credit Rights in excess of an Event of Default, if requested by the Administrative Agent, each Grantor will promptly use commercially reasonable efforts to $250,000 cause the issuer of such letter each Letter of credit 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 Administrative Agent and deliver written evidence of such consent to the 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 Administrative Agent, (i) notify (and such each Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters Letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary Letter of 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 Administrative Collateral Agent, intends to (and hereby does) assign to the Administrative Collateral Agent its rights (including its contingent rights) to the proceeds of all letters of credit of which such Grantor is or hereafter becomes a beneficiary or assigneeassignee other than with respect to Letters of Credit that constitute Excluded Property; provided provided, that the Administrative Collateral Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Collateral Agent, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter of credit 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 Administrative Collateral Agent and deliver written evidence of such consent to the Administrative Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Administrative Collateral Agent, (i) notify (and such Grantor hereby authorizes the Administrative Collateral Agent to notify) the issuer and each nominated person with respect to each of the letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Collateral Agent or its designee and (ii) arrange for the Administrative Collateral Agent to become the transferee beneficiary of 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 Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rights) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . Promptly following the Administrative Agent agrees that date on which any Grantor obtains any Letter of Credit Rights after the date hereof, such proceeds are Grantor shall (i) deliver a supplement to be paid Schedule II identifying such new Letter-of-Credit Right and (ii) with respect to the applicable Grantor unless an Event each Letter of Default has occurred and is continuing. Upon the occurrence and during the continuance Credit having a stated amount in excess of an Event of Default$500,000, if requested by the Administrative Agent, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter Letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative Agent. (b) Upon the occurrence and during the continuance continuation of an Event of Default, each Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such each Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters Letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary Letter of letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each GrantorGrantor (other than the Holdings Grantors), by granting a security interest in its Receivables consisting of letter-of-credit rights to the Administrative Collateral Agent, intends to (and hereby does) assign to the Administrative Collateral Agent its rights (including its contingent rights) to the proceeds of all letters of credit of which such Grantor is or hereafter becomes a beneficiary or assigneeassignee other than with respect to Letters of Credit that constitute Excluded Assets; provided provided, that the Administrative Collateral Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Collateral Agent, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter of credit 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 Administrative Collateral Agent and deliver written evidence of such consent to the Administrative Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor (other than the Holdings Grantors) will, promptly upon written request by the Administrative Collateral Agent, (i) notify (and such Grantor hereby authorizes the Administrative Collateral Agent to notify) the issuer and each nominated person with respect to each of the letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Collateral Agent or its designee and (ii) arrange for the Administrative Collateral Agent to become the transferee beneficiary of 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 Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rights) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . Promptly following the Administrative Agent agrees that date on which a Grantor obtains any Letter of Credit Rights after the date hereof, such proceeds are Grantor shall (i) deliver a supplement to be paid to the applicable Grantor unless an Event of Default has occurred Schedule II identifying such new Letter-of-Credit Right and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Grantor will promptly use commercially reasonable efforts to (ii) cause the issuer of such letter each Letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each a Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters Letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary of letter 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 Administrative AgentCollateral Trustee, intends to (and hereby does) assign to the Administrative Agent Collateral Trustee its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of such each letter of credit 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 Administrative Agent Collateral Trustee and deliver written evidence of such consent to the Administrative AgentCollateral Trustee. (b) Upon the occurrence and during the continuance of an a Parity Lien Event of Default, each Grantor will, promptly upon written request by the Administrative AgentCollateral Trustee, (i) notify (and such Grantor hereby authorizes the Administrative Agent Collateral Trustee to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent Collateral Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent Collateral Trustee or its designee and (ii) arrange for the Administrative Agent Collateral Trustee to become the transferee beneficiary of 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 Administrative AgentCollateral Trustee, intends to (and hereby does) assign to the Administrative Agent Collateral Trustee its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of such each letter of credit 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 Administrative Agent Collateral Trustee and deliver written evidence of such consent to the Administrative AgentCollateral Trustee. (b) Upon Subject to the terms of the Collateral Trust Agreement, upon the occurrence and during the continuance of an a Junior Lien Event of Default, each Grantor will, promptly upon written request by the Administrative AgentCollateral Trustee, (i) notify (and such Grantor hereby authorizes the Administrative Agent Collateral Trustee to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent Collateral Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent Collateral Trustee or its designee and (ii) arrange for the Administrative Agent Collateral Trustee to become the transferee beneficiary of 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 Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rights) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . Each Grantor will promptly notify the Administrative Agent agrees that such proceeds are upon becoming the beneficiary of any Letter of Credit involving amounts equal to be paid or in excess of $100,000 (or in excess of $250,000 if from a tenant of a Grantor) and shall use its commercially reasonable efforts to the applicable Grantor unless an Event comply with any reasonable request of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative AgentAgent in connection with the perfection of a security interest in the Letter-of-Credit Rights therein arising, each Grantor will promptly use including without limitation by using its commercially reasonable efforts to cause the issuer of each such letter Letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative Agent. No such actions shall be required with respect to Letters of Credit involving amounts less than $100,000 (or less than $250,000 if from a tenant of a Grantor). (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters of credit issued in favor of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds Proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary of letter such Letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each Grantor, by granting a security interest in its Receivables receivables consisting of letterLetter-of-credit rights Credit Rights to the Administrative AgentSellers, intends to (and hereby does) assign to the Administrative Agent Sellers its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . With respect to any Letter- of-Credit Rights included in the Administrative Agent agrees that such proceeds are to be paid to Collateral in respect of any letter of credit with a face amount exceeding $1,000,000 (other than any Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Sellers have a valid and perfected security interest), the applicable Grantor unless an Event shall notify the Sellers thereof promptly upon the issuance of Default has occurred and is continuing. Upon the occurrence and during the continuance such letter of an Event of Defaultcredit and, if requested promptly upon request by the Administrative AgentSellers, each such Grantor will promptly use commercially reasonable efforts to cause shall ensure that the Sellers have “control” (within the meaning of Section 9-107 of the UCC) thereof by obtaining the written consent of the issuer of such letter of credit and each nominated person (if any) with respect thereto to consent to such Grantor’s the assignment of the proceeds thereof pursuant to a consent in form and substance reasonably satisfactory of such letter of credit to the Administrative Agent and deliver written evidence of such consent to the Administrative Agent.Sellers (b) Upon the occurrence and during the continuance continuation of an Event of Default, each the applicable Grantor will, promptly upon written request by the Administrative AgentSellers, (i) notify (and such Grantor hereby authorizes the Administrative Agent Sellers to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent Sellers hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent Sellers or its designee their designees and (ii) to the extent permitted by the terms of such letter of credit, arrange for the Administrative Agent Sellers to become the transferee beneficiary of any such 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 (other than such as is collateral for or issued subject to or in connection with the Borrowers’ existing accounts receivable securitization programs) to the Administrative AgentTrustee, intends to (and hereby does) collaterally assign to the Administrative Agent Trustee its rights (including its contingent rightsrights ) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Such Grantor will promptly use its commercially reasonable efforts to cause the issuer of such letter each Letter of credit 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 Administrative Agent Trustee and deliver written evidence of such consent to the Administrative AgentTrustee. (b) Upon the occurrence and during the continuance of an Event of a Specified Default, each such Grantor will, promptly upon written request by the Administrative AgentTrustee, (i) notify (and such Grantor hereby authorizes the Administrative Agent Trustee to notify) the issuer and each nominated person with respect to each of the letters Letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to the Administrative Agent Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee Trustee and (ii) arrange for the Administrative Agent Trustee to become the transferee beneficiary Letter of 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 Administrative AgentCollateral Trustee, intends to (and hereby does) assign to the Administrative Agent Collateral Trustee its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided beneficiary. Except to the extent that the Administrative Agent agrees that amount of any such proceeds are to be paid to the applicable Grantor unless an Event letter of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agentcredit does not exceed $5,000,000, each Grantor will promptly use its commercially reasonable efforts to cause the issuer of such letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative AgentCollateral Trustee. (b) Upon the occurrence and during the continuance of an Event of Actionable Default, each Grantor will, promptly upon written request by the Administrative AgentCollateral Trustee, (i) notify (and such Grantor hereby authorizes the Administrative Agent Collateral Trustee to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent Collateral Trustee hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent Collateral Trustee or its designee and (ii) arrange for the Administrative Agent Collateral Trustee to become the transferee beneficiary of letter of credit.

As to Letter-of-Credit Rights. (a) Each US Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the US Administrative Agent, intends to (and hereby does) assign to the US Administrative Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of any letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all US Grantors)) of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Each US Grantor will promptly use commercially reasonable efforts to cause the issuer of such each letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all US Grantors)) of which any US Grantor is or hereafter becomes a beneficiary or assignee 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 US Administrative Agent (with provisions necessary to reflect the Term Facility Agent’s prior security interest therein pursuant to the Intercreditor Agreement if the Term Facility Agent is required to be assigned (and has been assigned) the proceeds thereof pursuant to a prior security interest therein in accordance with the Intercreditor Agreement) and deliver written evidence of such consent to the US Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each US Grantor will, promptly upon written request by the US Administrative Agent, (i) notify (and such US Grantor hereby authorizes the US Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of any letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all US Grantors)) of which such Grantor it is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the US Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the US Administrative Agent or its designee and (ii) use commercially reasonable efforts to arrange for the US Administrative Agent (unless the Term Facility Agent is required to become (and has become) the transferee beneficiary thereof pursuant to a prior security interest therein pursuant to the Intercreditor Agreement) to become the transferee beneficiary of such letter of credit.

As to Letter-of-Credit Rights. (a) Each GrantorGrantor (other than the Holdings Grantors), by granting a security interest in its Receivables consisting of letter-of-credit rights to the Administrative Collateral Agent, intends to (and hereby does) assign to the Administrative Collateral Agent its rights (including its contingent rights) to the proceeds of all letters of credit of which such Grantor is or hereafter becomes a beneficiary or assigneeassignee other than with respect to Letters of Credit that constitute Excluded Assets; provided , that the Administrative Collateral Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Collateral Agent, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter of credit 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 Administrative Collateral Agent and deliver written evidence of such consent to the Administrative Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor (other than the Holdings Grantors) will, promptly upon written request by the Administrative Collateral Agent, (i) notify (and such Grantor hereby authorizes the Administrative Collateral Agent to notify) the issuer and each nominated person with respect to each of the letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Collateral Agent or its designee and (ii) arrange for the Administrative Collateral Agent to become the transferee beneficiary of 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 (other than such as is collateral for or issued subject to or in connection with the Borrower’s existing accounts receivable securitization program) to the Administrative Agent, intends to (and hereby does) collaterally assign to the Administrative Agent its rights (including its contingent rightsrights ) to the proceeds Proceeds of all letters of credit Letter-of-Credit Rights of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Such Grantor will promptly use its commercially reasonable efforts to cause the issuer of such letter each Letter of credit 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 Administrative Agent and deliver written evidence of such consent to the Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of a Specified Default, each such Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the letters Letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent to become the transferee beneficiary Letter of letter of creditCredit.

As to Letter-of-Credit Rights. (a) Each Except as otherwise permitted by the this Agreement, each Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Administrative Collateral Agent, intends to (and hereby does) assign assigns, subject to the Administrative terms of the Intercreditor Agreement, to the Collateral Agent its such rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that . Upon request of the Administrative Agent agrees that such proceeds are to be paid Collateral Agent, subject to the applicable Grantor unless an Event terms of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative AgentIntercreditor Agreement, each Grantor will promptly use commercially reasonable efforts to cause the issuer of such letter each letter-of-credit with a stated amount in excess of credit $10,000,000 and each nominated person (as defined in Section 5-102 of the UCC) (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 Administrative Collateral Agent and deliver written evidence of such consent to the Administrative Collateral Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Administrative Collateral Agent, subject to the terms of the Intercreditor Agreement, (i) notify (and such Grantor hereby authorizes the Administrative Collateral Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Collateral Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Collateral Agent or its designee and (ii) arrange for the Administrative Collateral Agent to become the transferee beneficiary of 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 Administrative Agent, intends to (and hereby does) assign to the Administrative Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of letters of credit of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Each Grantor will promptly use commercially reasonable efforts to cause the issuer of such each letter of credit 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 Administrative Agent (with provisions necessary to reflect the Noteholder Collateral Trustee’s prior security interest therein pursuant to the Intercreditor Agreement if the Noteholder Collateral Trustee is required to be assigned (and has been assigned) the proceeds thereof pursuant to a prior security interest therein for the benefit of the Secured Parties in accordance with the Intercreditor Agreement) and deliver written evidence of such consent to the Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon written request by the Administrative Agent, (i) notify (and such Grantor hereby authorizes the Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of letters of credit of which such Grantor is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent or its designee and (ii) arrange for the Administrative Agent (unless the Noteholder Collateral Trustee is required to become (and has become) the transferee beneficiary thereof pursuant to a prior security interest therein for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) to become the transferee beneficiary of letter such letters of credit.

As to Letter-of-Credit Rights. (a) Each Foreign Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Foreign Administrative Agent, intends to (and hereby does) assign to the Foreign Administrative Agent its rights (including its contingent rights) to the proceeds of all Related Contracts consisting of any letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all Foreign Grantors)) of which such Grantor it is or hereafter becomes a beneficiary or assignee; provided that the Administrative Agent agrees that such proceeds are to be paid to the applicable Grantor unless an Event of Default has occurred and is continuing. Upon the occurrence and during the continuance of an Event of Default, if requested by the Administrative Agent, each Each Foreign Grantor will promptly use commercially reasonable efforts to cause the issuer of such each letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all Foreign Grantors)) of which any Foreign Grantor is or hereafter becomes a beneficiary or assignee 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 Foreign Administrative Agent (with provisions necessary to reflect the Term Facility Agent’s or the US Administrative Agent’s prior security interest therein pursuant to the Intercreditor Agreement if the Term Facility Agent or the US Administrative Agent is required to be assigned (and has been assigned) the proceeds thereof pursuant to a prior security interest therein in accordance with the Intercreditor Agreement) and deliver written evidence of such consent to the Foreign Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Foreign Grantor will, promptly upon written request by the Foreign Administrative Agent, (i) notify (and such Foreign Grantor hereby authorizes the Foreign Administrative Agent to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting of any letter of credit (except for any letter of credit the face amount of which does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all such letters of credit issued for the benefit of any and all Foreign Grantors)) of which such Grantor it is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Foreign Administrative Agent hereunder and any payments due or to become due in respect thereof are to be made directly to the Foreign Administrative Agent or its designee and (ii) use commercially reasonable efforts to arrange for the Foreign Administrative Agent (unless the Term Facility Agent or the US Administrative Agent (as the case may be) is required to become (and has become) the transferee beneficiary thereof pursuant to a prior security interest therein pursuant to the Intercreditor Agreement) to become the transferee beneficiary of such letter of credit.