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 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee. Each Grantor will promptly use commercially reasonable efforts to cause the issuer of 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee 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 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 Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon 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 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 Grantors)) of which it 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) use commercially reasonable efforts to arrange for the 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 Grantor, by granting a security interest in its Receivables consisting of letter-of-credit rights to the Administrative AgentCollateral Trustees, intends to (and hereby does) assign to the Administrative Agent Collateral Trustees 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee. Each Upon the request of the Collateral Trustees after the occurrence and during the continuance of an Event of Default, each Grantor will promptly use its commercially reasonable efforts to cause the issuer of 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee and each nominated person (if any) with respect thereto to consent to such assignment of the proceeds thereof pursuant in a Consent to a consent in form and substance reasonably satisfactory to the 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 Assignment of such consent to the Administrative AgentLetter of Credit Rights. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon request by the Administrative AgentCollateral Trustees, (i) notify (and such Grantor hereby authorizes the Administrative Agent Collateral Trustees 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee that the proceeds thereof have been assigned to the Administrative Agent Collateral Trustees hereunder and any payments due or to become due in respect thereof are to be made directly to the Administrative Agent Collateral Trustees or its designee and their designee. (iic) use commercially reasonable efforts With respect to arrange for any Securities Account Control Agreement, Commodity Accounts Control Agreement, Account Control Agreement or Consent to Assignment of Letter of Credit Rights, the 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 Collateral Trustees agree that they will not issue any entitlement orders or other directions, instructions or notifications thereunder with respect to the Intercreditor Agreement) disposition or transfer of any Collateral therein addressed or blocking any Grantor’s ability to become deal with any such Collateral, except upon the transferee beneficiary occurrence and during the continuance of a Collateral Trust Agreement Default. The Collateral Trustees further agree that, upon their issuance of any such letter of creditentitlement orders, directions, instructions or notifications, they will promptly provide a copy thereof to the relevant Grantor.

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 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee. Each Grantor will promptly use commercially reasonable efforts to cause the issuer of 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee 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 Administrative Agent Collateral Trustee (with provisions necessary to reflect the Term Facility ABL Agent’s prior security interest therein pursuant to the Intercreditor Agreement if the Term Facility ABL Agent 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 AgentCollateral Trustee. (b) Upon the occurrence and during the continuance of an Event of a Priority Lien Default, each Grantor will, promptly upon 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 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 Grantors)) of which it 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) use commercially reasonable efforts to arrange for the Administrative Agent Collateral Trustee (unless the Term Facility ABL Agent 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 such letter 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 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 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee. Each Grantor will promptly use commercially reasonable efforts to cause the issuer of 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee 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 Administrative Agent (with provisions necessary to reflect the Term Revolving Facility Agent’s prior security interest therein pursuant to the Intercreditor Agreement if the Term Revolving 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 Administrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon 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 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 Grantors)) of which it 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) use commercially reasonable efforts to arrange for the Administrative Agent (unless the Term Revolving 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 Grantor, by granting a security interest in its Receivables consisting of letterLetter-of-credit rights Credit Rights to the Administrative Collateral Agent, intends to (and hereby does) collaterally assign to the Administrative Collateral Agent its rights (including its contingent rightsrights ) to the proceeds 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 Grantors)) Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Each Promptly following the date on which any Grantor will promptly use commercially reasonable efforts obtains any Letter of Credit Rights after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter-of-Credit Right and (ii) with respect to Letter of Credit Rights in excess of $250,000 cause the issuer of each letter 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee Credit and each nominated person (if any) with respect thereto to consent to such the assignment of the proceeds Proceeds thereof pursuant to a Senior Collateral Agent (and, after the Discharge of Senior Obligations, the Collateral Agent) in a consent agreement in form and substance reasonably satisfactory to the Administrative such Senior Collateral Agent (with provisions necessary to reflect or, after the Term Facility Discharge of Senior Obligations, the Collateral 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 Administrative Collateral Agent. (b) Upon During the occurrence and during the continuance existence of an Event of Default, each Grantor will, promptly upon request by a Senior Collateral Agent (or, after the Administrative Discharge of Senior Obligations, the Collateral Agent), (i) notify (and such each Grantor hereby authorizes such Senior Collateral Agent (or , after the Administrative Agent Discharge of Senior Obligations, the Collateral Agent) to notify) the issuer and each nominated person with respect to each of the Related Contracts consisting Letters 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee Credit that the proceeds Proceeds thereof have been assigned to such Senior Collateral Agent (or, after the Administrative Agent hereunder Discharge of Senior Obligations, the Collateral Agent) and any payments due or to become due in respect thereof are to be made directly to such Senior Collateral Agent (or, after the Administrative Agent or its designee Discharge of Senior Obligations, the Collateral Agent) and (ii) use commercially reasonable efforts to arrange for the Administrative such Senior Collateral Agent (unless or, after the Term Facility Agent is required to become (and has become) Discharge of Senior Obligations, the transferee beneficiary thereof pursuant to a prior security interest therein pursuant to the Intercreditor AgreementCollateral Agent) to become the transferee beneficiary Letter of such letter of creditCredit.

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 AgentCollateral Trustee, intends to (and hereby does) collaterally assign to the Administrative Agent Collateral Trustee its rights (including its contingent rights) to the proceeds 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 Grantors)) Letter-of-Credit Rights of which it is or hereafter becomes a beneficiary or assignee. Each Promptly following the date on which any Grantor will promptly use commercially reasonable efforts obtains any Letter-of-Credit Rights after the date hereof, such Grantor shall (i) deliver a supplement to Schedule II identifying such new Letter-of-Credit Right and (ii) cause the issuer of each letter 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 Grantors)) of which any Grantor is or hereafter becomes a beneficiary or assignee 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 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) Collateral Trustee and deliver written evidence of such consent to the Administrative AgentCollateral Trustee. (b) Upon the occurrence and during the continuance of an Event of Default, each Grantor will, promptly upon request by the Administrative AgentCollateral Trustee and subject to the terms of the Intercreditor Agreement, (i) notify (and such each 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 Letters 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 Grantors)) of which it is or hereafter becomes a beneficiary or assignee Credit that the proceeds 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 or its designee Collateral Trustee and (ii) use commercially reasonable efforts to arrange for the 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) Collateral Trustee to become the transferee beneficiary Letter of such letter of creditCredit.