Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters standby Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will Revolving Credit Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, (a) the requested L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the then applicable Borrowing Limit. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 (other than the Existing Foreign Currency Letters of Credit:), (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than ninety (90) Business Days prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires.

Letter of Credit Facility. (i) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers (each, an “"L/C”") or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “"L/C Undertaking”") with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. If at the time any L/C is issued, (A) the Issuer waives any conditions precedent to such L/C; or (B) a Default has occurred and is continuing, the Issuer shall get the Administrative Agent's consent to such L/C prior to issuing such L/C. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit for the account ("Letters of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or US Borrower on any Business Day from the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), Closing Date through but not including the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, based upon the requested Dollar Amount of all outstanding Loans and L/C Obligations, (a) the L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the Aggregate Commitment less the aggregate principal amount of all outstanding Loans or (b) the Available Commitment of any Lender would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $100,000 or a lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the US Borrower or any Subsidiary thereof, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (A) one year after its date of issuance (unless renewed in accordance with the terms thereof) or (B) five (5) Business Days prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender, and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit:, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date.

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue letters Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the US Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, based upon the Dollar Amount of all outstanding Loans and L/C Obligations, the aggregate amount of all outstanding L/C Obligations would exceed the lesser of (i) the L/C Commitment or (ii) the Aggregate Commitment less the aggregate principal amount of all outstanding Loans. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) be denominated in Dollars in a minimum amount of $30,000 or a lesser amount acceptable to the Issuing Lender, (ii) be a standby letter of credit issued to support obligations of the US Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no later than the earlier of (A) five (5) Business Days prior to the Maturity Date and (B) one year after its date of issuance, and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and the other Loan Documents, a Letter of Credit if issued and outstanding hereunder. The Issuing Lender shall not at any of the following would result after giving effect time be obligated to the requested issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit:, unless the context otherwise requires.

Letter of Credit Facility. (i) Subject to the terms provisions of Section 3 hereof and subject to the other provisions and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit Agent may in its discretion at Borrower Representative’s request and for the account of any Borrower, cause the LC Issuer to issue one or more Letters of Credit, provided that the aggregate outstanding amount of LC Obligations shall not at any time exceed $3,000,000 (the "LC Facility") and the sum of the aggregate outstanding amount of LC Obligations and the aggregate principal amount of the Revolving Loans shall not at any time exceed the lesser of (i) the Maximum Revolving Facility and (ii) the Borrowing Base. The LC Facility is a sublimit of the Maximum Revolving Facility. The Letters of Credit shall be of a tenor and in form and substance, and shall contain terms and conditions, satisfactory to Agent and the LC Issuer. Borrowers (eachshall, an “L/C”) jointly and severally, reimburse Agent and/or Lenders, immediately upon demand, for any payments made by Agent and/or Lenders or any of their respective Affiliates to the LC Issuer or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) any other Person with respect to letters any Letter of credit issued Credit and for any other reasonable out-of-pocket costs, fees and expenses incurred by an Underlying Issuer (Agent in connection with the application for, issuance of or amendment to any Letter of Credit, and until Agent and/or Lenders shall be so reimbursed by Borrowers, such payments by Agent and/or any Lender or any of their respective Affiliates shall be deemed to be part of the Revolving Loan. In addition to being subject to the satisfaction of the applicable conditions precedent contained in Section 3 hereof, no Letter of Credit shall be available unless as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendmentno order of any court, renewal, arbitrator or extension, other Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the date on which such L/C or L/C Undertaking is to expire, type and in the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying proposed Letter of Credit, as applicable)and no law, rule or regulation applicable to money center banks generally and such other information as no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall be necessary to prepare, amend, renewprohibit, or extend request that the proposed issuer of such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit. Any rights, remedies, duties or obligations granted or undertaken by Borrowers to any issuer or correspondent in any application for any Letter of Credit, or any other agreement in favor of any issuer or correspondent relating to any Letter of Credit, shall be the subject deemed to have been granted or undertaken by Borrowers to Agent. Any duties or obligations undertaken by Agent to any issuer or correspondent in any application for any Letter of an L/C UndertakingCredit, or any other agreement by Agent in favor of any issuer or correspondent relating to any Letter of Credit, shall be deemed to have been undertaken by Borrowers to Agent and to apply in all respects to Borrowers. The Issuing Lender applicable Borrower shall execute each of Agent's and the LC Issuer's standard form of application and/or reimbursement agreement for each Letter of Credit. No Letter of Credit shall have no obligation an expiration date after the Termination Date and the term of any Letter of Credit shall not exceed 360 days from the date of issuance, subject to issue any discretionary extensions agreed to by the LC Issuer thereof at least thirty days before the expiration thereof. All Letters of Credit (including the issuance thereof) shall be subject to the limitations and conditions set forth in Section 2.18. Immediately upon the issuance of a Letter of Credit if any of the following would result after giving effect in accordance with this Agreement, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation therein to the requested extent of such Lender's Pro Rata Share (including, without limitation, all obligations of Borrowers with respect thereto). Borrowers hereby, jointly and severally, indemnify Agent and each Lender against any and all liability and expense it may incur in connection with any Letter of Credit:Credit (except to the extent such liability of Agent or any Lender is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from Agent's or such Lender's gross negligence or willful misconduct).

Letter of Credit Facility. (ia) Subject to Upon the terms and conditions (including the right of the Lender to decline to issue, renew or extend any such Letter of Credit so long as any condition to the issuance, renewal or extension of such Letter of Credit set forth in Section 3.3 has not been satisfied) and relying on the representations and warranties contained in this Agreement, the Issuing Lender agrees agrees, from the date of this Agreement until the date which is 30 days prior to the Commitment Termination Date, to issue letters Letters of credit Credit under the Facility for the account of Borrowers (each, an “L/C”) the Borrower or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as any Subsidiary of the Closing DateBorrower which is a Guarantor and to renew and extend such Letters of Credit. Such Letters of Credit shall be issued, renewed or extended from time to time on any Business Day designated by the prospective Underlying Issuer will be Wxxxx Fargo) for Borrower following the account receipt in accordance with the terms hereof by the Lender of Borrowers. To request the issuance of an L/C or an L/C Undertaking written (or the amendmentoral, renewal, or extension confirmed promptly in writing) request by a Responsible Officer of an outstanding L/C or L/C Undertaking), the Borrower Representativetherefor and a Letter of Credit Application. Such Letters of Credit shall be issued in such amounts as the Borrower may request; provided, on behalf however, that (i) no Letter of the Borrowers, Credit shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested any expiry date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, which is more than one year after the date of issuance, amendmentrenewal or extension thereof, renewal, or extension, although Letters of Credit with an expiry date of one year after the date on which such L/C of issuance, renewal or L/C Undertaking is extension may provide for automatic one year extensions absent prior written notice of non-extension of the relevant Letter of Credit from the Lender to expire, the amount beneficiary of such L/C or L/C Undertaking, Letter of Credit at least the name and address required period of time prior to the beneficiary thereof (or expiry of the Underlying such Letter of Credit provided in such Letter of Credit, as applicable(ii) notwithstanding the provisions of the immediately preceding clause (i), and no such other information as Letter of Credit shall be necessary have an expiration date which is less than five Business Days prior to preparethe Commitment Termination Date, amend, renew, or extend such (iii) the Loan Balance plus the L/C or Exposure, including that under any then requested Letter of Credit to be issued under the Facility, shall not exceed at any time the Revolving Commitment Amount, (iv) the L/C Undertaking. If Exposure, including that under any then requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be issued under the subject of an Facility, shall not exceed at any time the L/C Undertaking. The Issuing Lender shall have Sublimit and (iii) no obligation to issue a such Letter of Credit if any of the following would result after giving effect to the requested Letter of Credit:shall be issued in an amount less than $10,000.

Letter of Credit Facility. (i) Subject to Upon the terms and conditions (including, without limitation, the right of the Issuing Lender to decline to issue any Letter of Credit so long as any Default or Event of Default exists) and relying on the representations and warranties contained in this Agreement, the Issuing Lender agrees agrees, during the Commitment Period, to issue letters Letters of credit for Credit following the account of Borrowers receipt not less than two (each, an “L/C”2) or Business Days prior to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the for issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying relevant Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit Application executed by the Borrower; provided, however, (a) no Letter of Credit shall have an expiration date which is more than 60 days after the issuance thereof or subsequent to the Commitment Termination Date, and (b) the Issuing Lender shall not be obligated to issue any Letter of Credit if any of (i) the following face amount thereof would result exceed the Available Commitment, or (ii) after giving effect to the requested issuance thereof, (A) the L/C Exposure, when added to the Loan Balance then outstanding, would exceed the Initial Commitment or the Increased Commitment, as the case may be, or (B) the L/C Exposure would exceed the lesser of $15,000,000 or the Available Commitment. (l) (m) Should the Issuing Lender be called upon by the beneficiary of any Letter of Credit:Credit to honor all or any portion of the commitment thereunder, whether upon the presentation of drafts or otherwise, such payment by the Issuing Lender on account of such Letter of Credit shall be treated, for all purposes, as a Floating Rate Loan and an advance against the Notes. (n) (o) The Existing Letter of Credit shall be deemed issued under and pursuant to this Agreement by the Issuing Lender and shall be deemed a Letter of Credit issued hereunder for all purposes. (p) (q) Use of Loan Proceeds and Letters of Credit . Proceeds of all Loans shall be used solely for general corporate purposes including working capital needs, to refinance existing debt and for acquisitions. (r) (s) Letters of Credit shall be used solely for working capital needs. (t) 1.2

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation SECTION 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo"LETTERS OF CREDIT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or Borrower on any Business Day from the amendmentClosing Date to, renewal, or extension of an outstanding L/C or L/C Undertaking)but not including, the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment LESS the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. The Wachovia Letter of Credit shall be deemed to be a Letter of Credit if any of issued and outstanding under this Agreement on and after the following would result after giving effect to the requested Letter of Credit:Closing Date.

Letter of Credit Facility. (i) Subject As may be requested from time to time by Borrower hereunder and subject to the terms and conditions hereof, Administrative Agent, shall either cause to be issued or the Letter of this Agreement, the Issuing Lender agrees to Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Borrowers (each, an “L/C”) or Borrower from time to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect time from the Effective Date to letters the date notice of credit issued by an Underlying Issuer (as termination of the Closing DateAggregate Revolving Loan Facility is effective or termination of the Letter of Credit Facility is effective, but only if the prospective Underlying Issuer Letter of Credit Exposure will not as a result of such issuance exceed the lesser of (i) Five Million Dollars ($5,000,000) and (ii) an amount equal to the difference between (a) the lesser of the Aggregate Revolving Loan Facility and the Borrowing Base, and (b) the sum of (I) the Aggregate Revolving Loan, (II) the Swingline Loan, (III) the Floorplan Shortfall, and (IV) the amount of the Other Creditor Indebtedness (unless an Intercreditor Agreement has been executed between Administrative Agent and the holder of such Other Intercreditor Indebtedness). The Existing Letters of Credit are deemed to be Wxxxx Fargo) for Letters of Credit and deemed to be issued under the account Letter of BorrowersCredit Facility. To request Immediately upon the issuance of an L/C a Letter of Credit in accordance with the terms and conditions hereof, Administrative Agent or an L/C Undertaking (Letter of Credit Issuer, as the case may be, shall be deemed to have sold and transferred to each other Lender, and such other Lender shall be deemed to have purchased and received from Administrative Agent or Letter of Credit Issuer, as the amendmentcase may be, renewal, or extension a pro rata undivided interest and participation in such Letter of an outstanding L/C or L/C Undertaking)Credit, the reimbursement obligation of Borrower Representativewith respect thereto, on behalf and any guaranty thereof or collateral therefor. Each Lender's (including the Letter of Credit Issuer's) pro-rata undivided interest shall be the same as its pro-rata share of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) Aggregate Revolving Loan Facility. Subject to the Issuing Lender terms and Collateral Agent (reasonably in advance of conditions below, the requested expiration date of issuance, amendment, renewal, or extensionany Letter of Credit will not be later than the earlier of (i) a notice requesting the issuance first anniversary of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extensionand (ii) a Business Day that is not later than the date which is 25 days prior to the earliest to occur of the Termination Date, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address termination of the beneficiary thereof (Aggregate Revolving Loan Facility or the date of termination of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit Facility if any such notice of termination has been previously given; provided, however, that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue expiration date for a Letter of Credit may be later than such date if any Letter of Credit Issuer (if applicable) and Administrative Agent each consent to such issuance and Borrower provides to Administrative Agent or the Letter of Credit Issuer at the time of issuance cash collateral satisfactory to Letter of Credit Issuer and Administrative Agent as security for Borrower's obligation to reimburse Administrative Agent or the Letter of Credit Issuer, as the case may be, for 105% of all draws and expenses thereunder ("Cash Collateral"). The Cash Collateral is a part of the following would result after giving effect Collateral. Borrower also agrees that if a Letter of Credit has been issued and the Aggregate Revolving Loan Facility is subsequently terminated or the Letter of Credit Facility is subsequently terminated or a Termination Date will occur so that the expiry of such Letter of Credit(s) is beyond the effective date of the termination of the Aggregate Revolving Loan Facility or beyond the effective date of termination of the Letter of Credit Facility or beyond the Termination Date, whichever is earliest, then Borrower shall, on or before five Business Days prior to the requested effective date of such termination or the Termination Date, whichever is earlier, provide Administrative Agent or Letter of Credit:Credit Issuer, as the case may be, with Cash Collateral. Administrative Agent and the Lenders shall be entitled to make one or more Revolving Loans to provide Cash Collateral if Borrower does not timely provide Cash Collateral and all such Revolving Loans shall be a part of the Loan Obligations secured by the Collateral. Administrative Agent or the Letter of Credit Issuer, as the case may be, shall hold Cash Collateral for the benefit of the Lenders and Administrative Agent as security for the Letters of Credit and the other Loan Obligations in an account in its respective name at the Letter of Credit Issuer or such other financial institution as Administrative Agent may select in its reasonable discretion.

Letter of Credit Facility. (i) 2.3.1. Subject to the terms and conditions of this Agreement, upon the request of Borrower Agent made in accordance herewith, the Issuing Lender Bank agrees to issue letters of credit for the account of Borrowers (eachissue, an “L/C”) or to purchase participations cause an Underlying Issuer, as Issuing Bank’s agent, to issue, a requested Letter of Credit. If Issuing Bank, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing Bank agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include, among, other means, by becoming an applicant with respect to such Letter of Credit or execute indemnities, guarantees or reimbursement obligations (entering into undertakings which provide for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, an irrespective of whether in writing, a “L/C Reimbursement Undertaking”) with respect to letters Letters of credit Credit issued by such Underlying Issuer. By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrower Agent shall be deemed to have requested that Issuing Bank issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Bank to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer (as it being expressly acknowledged and agreed by Borrowers that Borrowers are and shall be deemed to be an applicant (within the meaning of Section 5-102(a)(2) of the Closing Date, the prospective Code) with respect to each Underlying Issuer will be Wxxxx Fargo) Letter of Credit). Each request for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (a Letter of Credit, or the amendment, renewal, or extension of an any outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf Letter of the BorrowersCredit, shall hand deliver or telecopy (or transmit be made in writing by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) a Person authorized to make such request and delivered to the Issuing Lender and Collateral Agent (Bank via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Bank and shall specify (i) a notice requesting the issuance amount of an L/C or L/C Undertakingsuch Letter of Credit, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, (ii) the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount extension of such L/C or L/C UndertakingLetter of Credit, (iii) the expiration date of such Letter of Credit, (iv) the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or L/C UndertakingLetter of Credit. If requested by Anything contained herein to the contrary notwithstanding, the Issuing LenderBank may, but shall not be obligated to, issue or cause the Borrowers also shall be applicants under the application with issuance of a Letter of Credit or to issue a Reimbursement Undertaking in respect to any of an Underlying Letter of Credit Credit, in either case, that supports the obligations of Borrowers or their respective Subsidiaries (1) in respect of (A) a lease of real property, or (B) an employment contract, or (2) at any time that one or more of the Lenders is to be the subject of an L/C Undertakinga Defaulting Lender. The Issuing Lender Bank shall have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any of the following would result after giving effect to the requested Letter of Creditissuance:

Letter of Credit Facility. (i) SECTION 3.1 L/C Commitment. Subject to the terms and conditions of this Agreementhereof, the Issuing Lender Lender, in reliance on the agreements of the L/C Participants set forth in Section 3.4(a), agrees to issue letters standby Letters of credit Credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Borrower on any Business Day from the Closing Date, Date through but not including the prospective Underlying Issuer will fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be Wxxxx Fargo) for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved from time to time by the Issuing Lender) to ; provided, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit if any of the following would result if, after giving effect to such issuance, (a) the requested L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, plus the Swingline Commitment, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be in a minimum amount of $50,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (A) one year from the date of issuance of such Letter of Credit and (B) the fifth (5th) Business Day prior to the Revolving Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue, and L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit:, unless the context otherwise requires. The Existing Letters of Credit shall be deemed to be Letters of Credit issued and outstanding under this Agreement on and after the Closing Date; provided, however, that such Existing Letters of Credit shall be replaced by letters of credit issued by Wachovia, as Issuing Lender, pursuant to and under the terms of this Agreement upon the expiration and/or maturity thereof and shall not otherwise be extended, renewed or modified.

Letter of Credit Facility. (i) SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions (including without limitation Section 4.4) of this Agreement, the Issuing Lender Lender, in reliance on the agreements of the other Lenders set forth in SECTION 3.4(A), agrees to issue standby letters of credit for the account of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx Fargo"LETTERS OF CREDIT") for the account of Borrowers. To request the issuance of an L/C or an L/C Undertaking (or Borrower on any Business Day from the amendmentClosing Date to, renewal, or extension of an outstanding L/C or L/C Undertaking)but not including, the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been Termination Date in such form as may be approved from time to time by the Issuing Lender) to ; PROVIDED, that the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a any Letter of Credit if any of the following would result if, after giving effect to such issuance, (a) the requested L/C Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans, PLUS the aggregate principal amount of outstanding Swingline Loans, PLUS the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment less the Liquidity Reserve Amount and the Blocked Portion. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $1,000,000, (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) have a term of no more than one year, (iv) expire on a date not later than the Termination Date and that is otherwise satisfactory to the Issuing Lender and (v) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of North Carolina. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit:, unless the context otherwise requires.

Letter of Credit Facility. (i) Subject So long as no Default hereunder has occurred, the Bank shall make available to the terms Borrower and conditions its Subsidiaries a credit facility (the "Letter of this Agreement, Credit Facility") whereby the Issuing Lender agrees Bank will issue up to issue an aggregate of Ten Million Dollars ($10,000,000.00) of letters of credit for the account (a "Letter of Borrowers (each, an “L/C”) or to purchase participations or execute indemnities, guarantees or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer will be Wxxxx FargoCredit") for the Borrower's or one of its Subsidiaries' account of Borrowers. To request the issuance of with an L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C Undertaking), the Borrower Representative, on behalf of the Borrowers, shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and Collateral Agent (reasonably in advance of the requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or extended, the date of issuance, amendment, renewal, or extension, the expiration date on which such L/C or L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also shall be applicants under the application with respect to any Underlying specific Letter of Credit that is to be no later than the subject of an L/C Undertaking. The Issuing Lender shall have no obligation Termination Date, unless the Bank chooses to issue a Letter of Credit to expire after the Termination Date. The individual Letters of Credit shall be issued in accordance with the Bank's customary practices at the time of issuance, utilizing documentation prevailing at such times and, if any drawn upon, amounts paid thereon will be repaid upon demand by the Borrower (and, if applicable, its Subsidiary for whose account the Letter of the following would result after giving effect Credit was issued) in full reimbursement to the requested Bank of all such amounts drawn upon under any or all Letters of Credit, pursuant hereto, or to such additional reimbursement obligations as may be contained in any documentation executed by the Borrower in conjunction with the issuance of such Letter(s) of Credit. To the extent repayment of such amounts as are reimbursable to the Bank for such drawings against Letters of Credit is not immediately made, and to the extent there is availability sufficient under the Commitment, the amount of such drawings shall be charged as Revolving Line of Credit Loans. To the extent there is insufficient availability under the Commitment, the reimbursement obligations resulting from such drawings shall be evidenced by and subject to the terms of a single, master back-up demand note (the "Back-Up L/C Demand Note") in the form attached hereto as Exhibit "B". This Letter of Credit Facility will be made available to those Subsidiaries of Borrower listed in the attached Exhibit "C" as well as to Borrower and Borrower's reimbursement obligations described herein shall apply regardless of whether Borrower or one of its Subsidiaries is the account party of a particular Letter of Credit:.