Common use of Standby Letters of Credit Clause in Contracts

Standby Letters of Credit. First Union, as Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to Xxxxxx, from time to time prior to the Revolver Termination Date, as requested by Xxxxxx, provided that (A) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby Letter of Credit shall be for a term longer than one year. Xxxxxx shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union on such form as may be specified by First Union not less than three Business Days prior to the date specified by Xxxxxx as the date the Standby Letter of Credit is to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter of Credit exceed 2.75%. If any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicable.

Standby Letters of Credit. First Union, as The Administrative Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to Xxxxxxthe Borrowers, from time to time prior to the Revolver Revolving Loan Termination Date, as requested by Xxxxxxthe Borrowers, provided that (Ai) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 3,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and ; (Bii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letters of Credit shall be required to be issued when any Event of Default or Potential Default exists. Xxxxxx The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union the Administrative Agent on such form as may be specified by First Union the Administrative Agent not less than three Business Days prior to the date specified by Xxxxxx the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of First Union the Administrative Agent's letter of credit application as currently in effect shall be used. Standby Letters The Administrative Agent shall notify the Banks promptly after the issuance of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter of Credit exceed 2.75%and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit, as delivered by the Borrowers to the Administrative Agent. Standby Letters of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a Fronting Fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such Fees will be calculated based on the aggregate stated amount for each Letter of Credit, and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which the Standby Letter of Credit is issued. If any obligation of Xxxxxx the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx the Borrowers shall furnish to First Union, as Agent, the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union the Administrative Agent with interest payable to Xxxxxxthe Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Revolving Loan Termination Date, as applicable.

Standby Letters of Credit. First Union, as The Administrative Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to Xxxxxx, the Borrowers from time to time prior to the Revolver Revolving Loan Termination Date, as requested by Xxxxxxthe Borrowers, provided that (Ai) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 3,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is the Borrowers are entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and ; (Bii) no Standby Letter of Credit shall be for a term longer than one year; and (iii) no Standby Letter of Credit shall be required to be issued when any Event of Default or Potential Default exists. Xxxxxx The Borrowers shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union the Administrative Agent on such form as may be specified by First Union the Administrative Agent not less than three Business Days prior to the date specified by Xxxxxx the Borrowers as the date the Standby Letter of Credit is to be issued. The standard form of First Union the Administrative Agent's letter of credit application as currently in effect shall be used. Standby Letters The Administrative Agent shall notify the Banks promptly after the issuance of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter of Credit exceed 2.75%and will provide the Banks copies of the periodic Borrowing Base Certificates showing the current balance of outstanding Standby Letters of Credit as delivered by the Borrowers to the Administrative Agent. Standby Letter of Credit fees will be equal to the Applicable Margin for LIBO Rate Loans on an annual basis, calculated on the basis of the days actually elapsed in a year of 360 days (paid to the Administrative Agent for distribution to the Banks) plus a fronting fee of 0.125% per year to be paid to the Fronting Bank for its own account. Such fees will be calculated based on the aggregate stated amount for each Standby Letter of Credit and will be due quarterly in arrears, commencing on the last Business Day of the calendar quarter in which such Standby Letter of Credit is issued. If any obligation of Xxxxxx the Borrowers to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, the Administrative Agent as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx the Borrowers to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx the Borrowers shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Revolving Loan Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx the Borrowers shall furnish to First Union, as Agent, the Administrative Agent within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union the Administrative Agent with interest payable to Xxxxxxthe Borrowers, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Revolving Loan Termination Date, as applicable.

Standby Letters of Credit. First Union(a) Amounts and Terms of Standby Letters of Credit. ---------------------------------------------- During the period from the date of this Agreement to but excluding the L/C Commitment Termination Date, as Agent, under the terms and subject to the terms and conditions of this Agreement, on behalf upon Company's request pursuant to Section 3.9.3, the Issuing Bank shall issue one or more standby ------------- letter(s) of itself credit or commercial letters of credit (each, a "Letter of Credit," and each other collectively, the "Letters of Credit") for the account of Company or the account of a Letter of Credit Subsidiary; provided -------- that the Issuing Bank in shall not be obligated to issue any Letter of Credit if, after giving effect thereto, (i) the same proportions as each Bank's Revolving Loan Commitment bears to L/C Obligations would exceed the Aggregate Revolving Loan L/C Commitment, shall provide Standby or (ii) the total aggregate outstanding Loans plus the L/C Obligations would exceed the Total Aggregate ---- Commitment, or (iii) the Total Borrowing Base Home Building Indebtedness would exceed the Borrowing Base. All Letters of Credit to Xxxxxx, from shall be on Issuing Bank's standard forms of letters of credit at the time to time prior to the Revolver Termination Date, as requested by Xxxxxx, provided that (A) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby issuance. No Letter of Credit shall have an expiration date (unless the Banks otherwise consent in writing) later than the Maturity Date. The Issuing Bank shall not be for a term longer than one year. Xxxxxx shall request a Standby required to issue any Letter of Credit by delivering a completed letter of credit application to First Union on hereunder unless such form as may be specified by First Union not less than three Business Days prior to the date specified by Xxxxxx as the date the Standby Letter of Credit is for the benefit of a party to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall which the annual charge for any Standby Company or the applicable Letter of Credit exceed 2.75%. If any obligation of Xxxxxx to pay money Subsidiary owes certain performance obligations in connection with its ordinary course of business real estate development activity (for example, for the benefit of a municipality to support Company's obligation to widen public streets in connection with a 27 residential development project). Issuing Bank shall not be required to issue any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by for the benefit of creditors to which the Company or the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided Subsidiary is obligated in Section 2.6 and shall pay the outstanding principal amount respect of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicableobligations for borrowed money.

Standby Letters of Credit. First Union, as AgentThe Bank, under the terms and subject to the conditions of this Agreement, on behalf agrees to provide standby letters of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears credit to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to XxxxxxJevic, from time to time prior to the Revolver Termination Date, as requested by XxxxxxJevic, provided that (A) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 1,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment $7,000,000 (or such lesser amount as Xxxxxx Jevic is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby Letter of Credit shall be issued after the Revolver Termination Date and no Standby Letter of Credit shall be for a term longer than one year; and (C) no Standby Letter of Credit shall be issued for other than regulatory bonding, construction bonding or insurance purposes. Xxxxxx Jevic shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union on such form as may be specified by First Union the Bank not less than three Business Days prior to the date specified by Xxxxxx Jevic as the date the Standby Letter of Credit is to be issued. The standard form of First Union CoreStates' letter of credit application as currently in effect shall be usedis set forth as Exhibit E hereto. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time equal to time, PROVIDED, HOWEVER, that at no time shall 1.5% of the annual charge for any amount of the Standby Letter of Credit exceed 2.75%Credit. If any Within the foregoing limit, Jevic may request issuance of Standby Letters of Credit, pay them upon a drawing thereunder and request new issuances. Any obligation of Xxxxxx Jevic to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx Jevic shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx Jevic shall furnish to First Union, as Agent, the Bank within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxxthe Bank, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicable.

Standby Letters of Credit. First Union, as Agent, under the terms and subject to the conditions of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to Xxxxxx, from time to At any time prior to February 10, 1998, that the Revolver Termination DateParent is entitled to an Advance under the Revolving Loan, as requested by Xxxxxxthe Bank shall, upon the application of the Parent, issue for the account of the Parent, a standby letter of credit (each a "Standby Letter of Credit") in an amount not in excess of the maximum Advance that the Parent would then be entitled to obtain under the Revolving Loan, provided that (A) the aggregate total amount of Standby Letters of Credit which are outstanding at any one time shall not exceed $2,000,000 or such lesser amount3,000,000, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no the issuance of any Standby Letter of Credit with a maturity date beyond the Revolving Loan Maturity Date shall be entirely at the discretion of the Bank, (C) the form of the requested Standby Letter of Credit shall be for a term longer than one year. Xxxxxx shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union on such form as may be specified by First Union not less than three Business Days prior satisfactory to the date specified by Xxxxxx as Bank in the date reasonable exercise of the Bank's discretion, and (D) the Parent shall have executed an application and reimbursement agreement for the Standby Letter of Credit is (a "Reimbursement Agreement") in the Bank's standard form. Any standby letters of credit which have been issued by the Bank for the account of the Parent under the Prior Agreement shall automatically be deemed to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual chargefor all purposes of this Agreement. Provided that the Parent is the account party and executes the Reimbursement Agreement in favor of the Bank, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter Letters of Credit exceed 2.75%may be issued at the request of the Parent on behalf of the Parent or any of its Subsidiaries. If any obligation of Xxxxxx to pay money in connection with While any Standby Letter of Credit is not met when requested by First Unionoutstanding, as Agent, as permitted the Maximum Loan Availability shall be reduced by the applicable letter maximum amount available to be drawn under such Standby Letter of credit application Credit. The Parent shall pay the Bank a commission for each Standby Letter of Credit issued calculated at the rate of one percent (1%) per annum of the maximum amount available to be drawn under the Standby Letter of Credit. Such commissions shall be calculated on the basis of a 360 day year and the reimbursement agreement contained therein, actual number of days in the amount due period during which the Standby Letter of Credit will be outstanding. The Parent shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard pay the Bank's standard transaction fees with respect to any minimum borrowing requirement, condition precedent herein, or Event transactions occurring on account of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor Credit. Commissions shall be deemed secured as if made as a Loan hereunder. In payable when the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more related Standby Letters of Credit remain outstanding, then Xxxxxx are issued and transaction fees shall furnish be payable upon completion of the transaction as to First Union, as Agent, within two Business Days which they are charged. All such amount of cash, to be held as cash collateral commissions and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which fees may be drawn debited by beneficiaries the Bank to any deposit account of Standby Letters of Credit outstanding at the date of such termination or Parent carried with the Revolver Termination DateBank without further authority, as applicableand in any event, shall be paid by the Parent within ten (10) days following billing."

Standby Letters of Credit. First Union, as Agent, At any time that ADESA is entitled to an Advance under the terms and subject Line of Credit, the Agent shall, upon the application of ADESA, issue for the account of ADESA, a standby letter of credit (any such letter of credit being referred to in this Agreement as an "L/C") in an amount not in excess of the conditions maximum Advance that ADESA would then be entitled to obtain under the Line of this Agreement, on behalf of itself and each other Bank in the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide Standby Letters of Credit to Xxxxxx, from time to time prior to the Revolver Termination Date, as requested by XxxxxxCredit, provided that (Ai) the aggregate total amount of Standby Letters of Credit L/C's which are outstanding at any one time shall not exceed $2,000,000 2,000,000, (ii) the issuance of any L/C with a maturity date beyond the Maturity Date shall be entirely at the discretion of the Banks, (iii) the purpose of each L/C shall be to secure to a customer of ADESA or such lesser amounta Subsidiary, if anypayment for or return of vehicles and certificates of title or certificates of origin to vehicles delivered to ADESA or a Subsidiary for sale at auction in the ordinary course of business of ADESA and its Subsidiaries, as will, when added (iv) the form of the requested L/C shall be satisfactory to the Agent in the reasonable exercise of the Agent's discretion, and (v) ADESA shall have executed an application and reimbursement agreement for the L/C (a "Reimbursement Agreement") in the Agent's standard form, a copy of the current version of which is attached as Exhibit "E". Each Bank shall purchase a risk participation in each L/C issued equal to its pro rata portion of the face amount of the Revolving Credit Loans L/C and agrees to remit to the Agent, in funds available for immediate use by the Agent in Indianapolis, Indiana, its pro rata portion of each payment made by the Agent on an L/C, promptly upon receipt of notice from the Agent of such payment. The Agent shall promptly remit to each Bank it pro rata portion of all applicable fees and reimbursements received by the Agent from ADESA. ADESA will pay the Agent a commission for each standby L/C issued, calculated at the L/C Commission Rate then outstandingin effect on the maximum amount available to be drawn under the standby L/C, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby Letter of Credit which commission shall be for a term longer than one year. Xxxxxx shall request a Standby Letter of Credit by delivering a completed letter of credit application to First Union on such form as may be specified by First Union not less than three Business Days prior to the date specified by Xxxxxx as the date the Standby Letter of Credit is to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter of Credit exceed 2.75%. If any obligation of Xxxxxx to pay money in connection shared pro rata with any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loanless a .125% Agent fee. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and ADESA shall pay the outstanding principal amount Agent's standard transaction fees with respect to any transactions occurring in respect of any L/C's. Transaction fees shall belong solely to the Agent. Commissions shall be payable when the related L/C's are issued and transaction fees shall be payable upon completion of the Revolving Credit Loans in full transaction as to which they are charged. All such commissions and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which fees may be drawn debited by beneficiaries the Agent to any deposit account of Standby Letters of Credit outstanding at ADESA carried with the date of such termination or the Revolver Termination DateAgent without further authority, as applicableand in any event, shall be paid by ADESA within ten (10) days following billing.

Standby Letters of Credit. First Union(a) Amounts and Terms of Standby Letters of Credit. ---------------------------------------------- During the period from the date of this Agreement to but excluding the L/C Commitment Termination Date, as Agent, under the terms and subject to the terms and conditions of this Agreement, on behalf upon Company's request pursuant to Section 3.9.3, the Issuing Bank shall issue one or more standby ------------- letter(s) of itself credit or commercial letters of credit (each, a "Letter of Credit," and each other collectively, the "Letters of Credit") for the account of Company or the account of a Letter of Credit Subsidiary; provided -------- that the Issuing Bank in shall not be obligated to issue any Letter of Credit if, after giving effect thereto, (i) the same proportions as each Bank's Revolving Loan Commitment bears to L/C Obligations would exceed the Aggregate Revolving Loan L/C Commitment, shall provide Standby or (ii) the total aggregate outstanding Loans plus the L/C Obligations would exceed the Total Aggregate ---- Commitment, or (iii) the Total Borrowing Base Home Building Indebtedness would exceed the Borrowing Base. All Letters of Credit to Xxxxxx, from shall be on Issuing Bank's standard forms of letters of credit at the time to time prior to the Revolver Termination Date, as requested by Xxxxxx, provided that (A) the aggregate amount of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwise), and (B) no Standby issuance. No Letter of Credit shall have an expiration date (unless the Banks otherwise consent in writing) later than the Maturity Date. The Issuing Bank shall not be for a term longer than one year. Xxxxxx shall request a Standby required to issue any Letter of Credit by delivering a completed letter of credit application to First Union on hereunder unless such form as may be specified by First Union not less than three Business Days prior to the date specified by Xxxxxx as the date the Standby Letter of Credit is for the benefit of a party to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject to an annual charge, payable in advance, as such may exist from time to time, PROVIDED, HOWEVER, that at no time shall which the annual charge for any Standby Company or the applicable Letter of Credit exceed 2.75%. If any obligation of Xxxxxx to pay money Subsidiary owes certain performance obligations in connection with its ordinary course of business real estate development activity (for example, for the benefit of a municipality to support Company's obligation to widen public streets in connection with a residential development project). Issuing Bank shall not be required to issue any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by for the benefit of creditors to which the Company or the applicable letter of credit application and the reimbursement agreement contained therein, the amount due shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and each Bank shall make its proportionate share of such Revolving Credit Loan. Any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit or the application therefor shall be deemed secured as if made as a Loan hereunder. In the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided Subsidiary is obligated in Section 2.6 and shall pay the outstanding principal amount respect of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicableobligations for borrowed money.

Standby Letters of Credit. First UnionThe Borrowers shall pay immediately upon the issuance and renewal of each Standby Letter of Credit, as (aa) to the Agent, under for the terms and subject to ratable account of the conditions of this Agreement, on behalf of itself and each other Bank in Lenders a nonrefundable fee (the same proportions as each Bank's Revolving Loan Commitment bears to the Aggregate Revolving Loan Commitment, shall provide "Standby Letters Letter of Credit Issuance Fees") equal to Xxxxxx, from time to time prior to the Revolver Termination Date, as requested by Xxxxxx, provided that one and one-quarter percent (A1.25%) the aggregate amount per annum (but not less than seventy-five dollars ($75.00 for each Letter of Standby Letters of Credit outstanding at any one time shall not exceed $2,000,000 or such lesser amount, if any, as will, when added to the amount of the Revolving Credit Loans then outstanding, aggregate more than the Aggregate Revolving Loan Commitment (or such lesser amount as Xxxxxx is entitled to borrow hereunder at such time by reason of the limitation of the Borrowing Base or otherwiseCredit), and (Bbb) no to the Agent for its own account a nonrefundable fronting fee equal to one-quarter of one percent (.25%) per annum, (the fees due to Agent pursuant to (bb) above being referred to as the "Agent's Standby Letter of Credit Issuance Fees"). The fees required in (aa) and (bb) immediately above shall be based on a year of 360 days and computed for a the actual number of days to elapse in the initial term longer than one year. Xxxxxx shall request a or renewal term (as the case may be) of the applicable Standby Letter of Credit, and shall, for each Standby Letter of Credit, be payable in full in advance on the date such Standby Letter of Credit by delivering a completed letter of credit application to First Union on such form as may be specified by First Union not less than three Business Days prior to the date specified by Xxxxxx is issued or renewed (as the date case may be) based on the stated amount of such Standby Letter of Credit. The Agent shall have no obligation to advance any portion of the Standby Letter of Credit is Fees to be issued. The standard form of First Union letter of credit application as currently in effect shall be used. Standby Letters of Credit shall not bear interest until drawn upon but shall each be subject any Lender who has failed to an annual charge, payable in advance, as remit to Agent or Collateral Agent (and Agent may set off such may exist from time to time, PROVIDED, HOWEVER, that at no time shall the annual charge for any Standby Letter of Credit exceed 2.75%Fees against) sums otherwise due Agent or Collateral Agent from such Lender under this Agreement. If any obligation of Xxxxxx to pay money in connection with any Standby Letter of Credit is not met when requested by First Union, as Agent, as permitted by the applicable letter of credit application and the reimbursement agreement contained therein, the amount due The Agent shall be funded automatically by a Revolving Credit Loan which Loan shall be made without regard entitled to any minimum borrowing requirement, condition precedent herein, or Event of Default hereunder which would otherwise entitle any Bank or the Banks not to provide such Revolving Credit Loan, and assume that each Bank shall make Lender will fund its proportionate ratable share of all sums due under this Agreement unless Agent receives prior written notice from the Collateral Agent or such Revolving Credit Loan. Any obligation of Xxxxxx Lender to pay money in connection with any Standby Letter of Credit the contrary on or before the application therefor shall be deemed secured as if made as a Loan hereunder. In Business Day prior to the event Xxxxxx shall terminate the Aggregate Revolving Loan Commitment as provided in Section 2.6 and shall pay the outstanding principal amount of the Revolving Credit Loans in full and with interest or the Revolver Termination Date shall occur at a time when one or more Standby Letters of Credit remain outstanding, then Xxxxxx shall furnish to First Union, as Agent, within two Business Days such amount of cash, to be held as cash collateral and invested in certificates of deposit of First Union with interest payable to Xxxxxx, as will pay the maximum amount which may be drawn by beneficiaries of Standby Letters of Credit outstanding at the date of such termination or the Revolver Termination Date, as applicablerequested funding date.