Common use of Assignment of Security Interest Clause in Contracts

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000, such Grantor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent’s request, such Grantor shall, for any such letter of credit now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and reasonably satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s 's reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s 's perfected security interest in such Grantor’s 's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s 's request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000, such Grantor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent’s request, such Grantor shall, for any such letter of credit now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and reasonably satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Defaulta Cash Dominion Event, the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess (which, for the avoidance of $1,000,000doubt, shall not include any Letter of Credit issued pursuant to the Credit Agreement), such Grantor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and reasonably satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent.

Assignment of Security Interest. (a) If at any time any the Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such the Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any the Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000the Grantor, such the Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such the Grantor, promptly make such arrangements with such the Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such the Grantor may make any drawing to which such the Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such the Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such the Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such the Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any the Grantor shall take a security interest in any property of an Account Debtor account debtor or any other Person to secure payment and performance of an AccountAccount and the property securing payment and performance of the Account has a value in excess of $5,000,000, such the Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor account debtor or other Person granting the security interest.. Security Agreement – ▇▇▇▇ Canada Co. (2009) (b) To the extent that any the Grantor is a beneficiary under any written letter of credit relating to the Collateral in an amount in excess of $5,000,000 now or hereafter issued in favor favour of such Grantor having a face amount in excess of $1,000,000the Grantor, such the Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such the Grantor, promptly make such arrangements with such the Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such the Grantor may make any drawing to which such the Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such the Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such the Grantor shall, for any such letter of credit relating to the Collateral in an amount in excess of $5,000,000, whether or not written, now or hereafter issued in favor favour of such the Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor favour of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent, provided that, until such time as the Revolving Obligations have been paid in full, delivery of such Collateral shall be to the Revolving Agent, as agent for the Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent; provided that, until such time as the Revolving Obligations have been paid in full, delivery of such Collateral shall be to the Revolving Agent, as agent for the Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit in excess of $250,000 now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit in excess of $250,000, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security secu­rity interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security secu­rity interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess (which, for the avoidance of $1,000,000doubt, shall not include any Letter of Credit issued pursuant to the Credit Agreement), such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor account debtor or any other Person to secure payment and performance of an AccountAccount Receivable and the property securing payment and performance of the Account Receivable has a value in excess of $1,000,000, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor account debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit relating to the Collateral in an amount in excess of $1,000,000 now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit relating to the Collateral in an amount in excess of $1,000,000, whether or not written, now or hereafter issued in favor favour of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor favour of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter Letter of credit Credit relating to the Collateral, now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver Grantor, subject to the ABL Intercreditor Agreement, shall, within the later to occur of (i) thirty (30) calendar days following the date of issuance or (ii) the earlier of (x) the date on which the next Compliance Certificate is required to be delivered pursuant to Section 6.02(a) of the Credit Agreement following such letter event and (y) the date which is forty-five (45) calendar days after the end of credit the most recently ended fiscal quarter of Parent (or such later date as may be acceptable to the Administrative Agent in its discretion), deliver such Letter of Credit to the Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter Letter of creditCredit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter Letter of credit Credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter Letter of credit Credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter Letter of credit Credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter Letter of credit Credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face value in an amount in excess of $1,000,0001,000,000 (or with respect to all such letters of credit, having an aggregate face value in an amount in excess of $5,000,000), such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s request, such Grantor shall, for any such letter of credit now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative AgentCollateral Agent after the occurrence and during the continuance of any Cash Dominion Event.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected -12- status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess (which, for the avoidance of $1,000,000doubt, shall not include any Letter of Credit issued pursuant to the Credit Agreement), such Grantor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and reasonably satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit in excess of $250,000 now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment of the Collateral Agent necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under any such letter of creditcredit that is held in the possession of the Collateral Agent, without impairment of the Administrative Collateral Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At If so requested by the Administrative Agent’s requestCollateral Agent after the Discharge of Priority Lien Obligations, such Grantor shall, for any such letter of credit in excess of $250,000, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Agent it and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Administrative Collateral Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Collateral Agent. The Administrative Collateral Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Collateral Agent’s 's reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Collateral Agent’s 's perfected security interest in such Grantor’s 's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Collateral Agent’s 's request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer Confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Collateral Agent and reasonably satisfactory to the Administrative Collateral Agent and such issuer or (as the case may be) such confirmerConfirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Collateral Agent.

Assignment of Security Interest. (a) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person to secure payment and performance of an Accountaccount, such Grantor shall promptly assign such security interest to the Administrative Agent. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of, and transferees from, the Account Debtor or other Person granting the security interest. (b) To the extent that any Grantor is a beneficiary under any written letter of credit credit, relating to the Collateral now or hereafter issued in favor of such Grantor having a face amount in excess of $1,000,000Grantor, such Grantor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Grantor, promptly make such arrangements with such Grantor as are in the Administrative Agent’s reasonable judgment necessary and appropriate so that such Grantor may make any drawing to which such Grantor is entitled under such letter of credit, without impairment of the Administrative Agent’s perfected security interest in such Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent’s request, such Grantor shall, for any such letter of credit credit, whether or not written, now or hereafter issued in favor of such Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and reasonably satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmer, requiring, after the occurrence of an Event of Default, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent.