Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth herein, Letter of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Reseller from time to time from the Effective Date to the Termination Date, but only if the Letter of Credit Exposure will not as a result of such issuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (b) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Aggregate Revolving Loans, plus (B) the outstanding principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the outstanding principal amount of the Aggregate Revolving Loans, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (E) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, Letter of Credit Issuer together with Administrative Agents and the Lenders will consider in their sole discretion, the increase of the Letter of Credit Exposure to an amount in excess of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase the Aggregate Revolving Loan Facility Limit.

Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth hereinhereof, Letter the Issuing Lender agrees to issue one or more standby Letters of Credit Issuer will issue (including direct pay standby letters of credit and commercial (documentarycredit) letters of credit for the account of Reseller Borrower on any Business Day from the Closing Date through, but not including, the Revolving Facility Maturity Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; provided, that the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to such issuance, (a) the Termination Datesum of the all issued, but only if undrawn and unexpired Letters of Credit plus the Letter of Credit Exposure will not as a result of such issuance Obligations would exceed the least of (a) Twenty-One Million Five Million Hundred Thousand Dollars ($25,000,0001,500,000), or (b) the amount by which outstanding Aggregate Revolving Facility Obligations would exceed the Facility Cap. The Letters of Credit shall (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the Aggregate Revolving Loan Facility Limit exceeds ordinary course of business, (ii) expire on a date satisfactory to the sum Issuing Lender, which date shall be no later than the earlier of (A) one (1) year from the outstanding principal amount date of the Aggregate Revolving Loans, plus (B) the outstanding principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the outstanding principal amount of the Aggregate Revolving Loans, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (E) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, Letter of Credit Issuer together with Administrative Agents and the Lenders will consider in their sole discretion, the increase issuance of the Letter of Credit Exposure (subject to an automatic renewal of Letter of Credit issued by the Issuing Lender, at the sole and absolute option of the Issuing Lender, so long as such renewal periods terminate no later than the fifth (5th) Business Day prior to the Revolving Facility Maturity Date) and (B) the fifth (5th) Business Day prior to the Revolving Facility Maturity Date; provided, that a Letter of Credit may expire up to (but not later than) one (1) year beyond the Revolving Facility Maturity Date so long as Borrower cash collateralizes one hundred five-percent (105%) of the face amount of each issued, undrawn and unexpired Letter of Credit no later than thirty (30) days prior to the Revolving Facility Maturity Date on terms and conditions acceptable to the Issuing Lender in excess its sole discretion, and (iii) be subject to the UCP600 and, to the extent not inconsistent therewith, the laws of Twenty-Five Million Dollars ($25,000,000), provided that such increase the State of Maryland. The Issuing Lender shall not increase at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Aggregate Revolving Loan Facility LimitIssuing Lender or any Lender 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. 3.4.1. (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and covenants set forth herein, Letter (i) First Chicago shall issue commercial letters of Credit Issuer will credit and (ii) First Chicago shall issue or any other Lender, in its sole discretion, may issue standby letters of credit and commercial (documentary) letters of credit credit, in each case for the account of Reseller from time the Borrower (First Chicago and each such other Lender in such capacity being referred to time from the Effective Date as an "Issuing Lender"), on terms as are satisfactory to such Issuing Lender upon three (3) days' notice and receipt of duly executed applications for such Letter of Credit, and such other customary documents, instructions and agreements as may be required pursuant to the Termination Dateterms thereof (all such applications, but only if documents, instructions, and agreements being referred to herein as the "L/C Documents") as the applicable Issuing Lender may require; provided, however, that no Letter of Credit Exposure will not as a result be issued (or amended) for the account of the Borrower by an Issuing Lender if on the date of issuance, before or after taking such issuance exceed the least Letter of (a) Twenty-Five Million Dollars ($25,000,000)Credit into account, (bA) the amount by which (i) Revolving Loan Obligations at such time would exceed the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Aggregate Revolving LoansCommitment at such time, plus (B) the Revolving Loan Obligations (other than L/C Obligations in respect of commercial Letters of Credit) at such time would exceed the Borrowing Base at such time, (C) aggregate outstanding principal amount of the Swingline Loans, (c) L/C Obligations in respect of standby Letters of Credit exceeds $5,000,000 plus the amount by which (i) outstanding under the Total Facility Limit exceeds (ii) Backstop Letter of Credit only so long as the sum Backstop Letter of (A) the Floorplan Loan AdvancesCredit remains outstanding, plus (B) the Interim Floorplan Loan Advances, plus or (C) unfunded Approvals, plus (D) the aggregate outstanding principal amount of the Swingline LoansL/C Obligations in respect of commercial Letters of Credit exceeds $40,000,000; and provided, plus (E) the outstanding principal amount of the Aggregate Revolving Loansfurther, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (E) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, that no Letter of Credit Issuer together shall be issued (or amended) which has an expiration date later than the date which is the earlier of one (1) year after the date of issuance thereof or five (5) Business Days immediately preceding the Termination Date. There shall be no Issuing Lender other than the Agent with Administrative Agents and respect to commercial Letters of Credit. The designation of any Lender as an Issuing Lender after the Lenders will consider in their sole discretion, date hereof with respect to standby Letters of Credit shall be subject to the increase prior written consent of the Agent. If the Borrower applies for a standby Letter of Credit Exposure from any Lender other than First Chicago, the Borrower shall simultaneously notify the Agent of the proposed amount, expiration date and nature of such Letter of Credit. The Agent shall promptly notify the Lender to which such application has been made and the Borrower whether the issuance of such Letter of Credit would comply with the terms of this Section 2.21. Each Issuing Lender shall be entitled to assume that the applicable conditions set forth in Article IV hereof have been satisfied unless it shall have received notice to the contrary from the Agent or such Issuing Lender has knowledge that the applicable conditions have not been met. To the extent that any provision of any L/C Document cannot reasonably be construed to be consistent with this Agreement, requires greater collateral security or imposes additional obligations not reasonably related to customary letter of credit arrangements, such provision shall be invalid and this Agreement shall control. All references in the expense, indemnity and similar provisions of this Agreement to the Lenders shall include First Chicago and any other Lender in its capacity as an amount in excess Issuing Lender. No Issuing Lender shall extend or amend any Letter of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase Credit unless the Aggregate Revolving Loan Facility Limitrequirements of this Section 2.21 are met as though a new Letter of Credit was being requested and issued.

Letter of Credit Facility. 3.4.1. Subject to the terms and conditions set forth herein, Letter of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Reseller from time to time from the Effective Date to the Termination Date, but only if the Letter of Credit Exposure will not as a result of such issuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (b) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding principal amount of the Aggregate Revolving Loans, plus (B) the outstanding principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (ED) the outstanding principal amount of the Aggregate Revolving Loans, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (ED) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, Letter of Credit Issuer together with the Administrative Agents and the Lenders will consider in their sole discretion, the increase of the Letter of Credit Exposure to an amount in excess of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase the Aggregate Revolving Loan Facility Limit.

Letter of Credit Facility. 3.4.1SECTION 3.1 L/C Commitment. Subject to the terms and conditions (including without limitation Section 4.4) of this Agreement, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth hereinin Section 3.5, Letter of Credit Issuer will agrees to issue standby letters of credit and commercial (documentary"Letters of Credit") letters of credit for the account of Reseller the Borrower on any Business Day from the Closing Date to the date which is five (5) Business Days prior to the Revolving Credit Termination Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; provided, that the Issuing Lender shall have no obligation to the Termination Date, but only if the issue any Letter of Credit Exposure will not as a result of if, after giving effect to such issuance exceed the least of issuance, (a) Twenty-Five Million Dollars ($25,000,000), the L/C Obligations would exceed the L/C Commitment or (b) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of (A) the outstanding aggregate principal amount of the Aggregate outstanding Revolving Credit Loans, plus (B) the outstanding aggregate principal amount of the Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Swingline Loans, plus (E) the outstanding principal aggregate amount of L/C Obligations would exceed the Aggregate Revolving Loans, and (d) Credit Commitment less the amount by which Blocked Portion. Each Letter of Credit shall (i) the Borrowing Base exceeds be denominated in Dollars in a minimum amount of $1,000,000 (other than any Existing Letter of Credit), (ii) the sum be a standby letter of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount credit issued to support obligations of the Aggregate 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 (1) year (subject to automatic renewal for additional one (1) year periods under terms and conditions satisfactory to the Issuing Lender and the Administrative Agent), (iv) expire on a date not later than the fifth (5th) Business Day prior to the Revolving LoansCredit Termination Date and (v) be subject to the Uniform Customs and/or ISP98, plus (E) as set forth in the outstanding principal amount Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the laws of the Swingline Loans, plus (E) the amount State of the Other Creditor Indebtedness (unless a subordination agreement satisfactory New York. The Issuing Lender shall not at any time be obligated to Administrative Agents has been executed between Administrative Agents and the holder of such Other Creditor Indebtedness). At the request of Reseller, issue any Letter of Credit Issuer together 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 Administrative Agents and respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the Lenders will consider in their sole discretion, the increase of the context otherwise requires. Each Existing Letter of Credit Exposure shall be deemed to an amount in excess be a Letter of Twenty-Five Million Dollars ($25,000,000), provided that such increase shall not increase Credit issued and outstanding under this Agreement on and after the Aggregate Revolving Loan Facility LimitSecond Amendment Effective Date.

Letter of Credit Facility. 3.4.1SECTION 3.1 L/C COMMITMENT. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth hereinin Section 3.4(a), Letter agrees to issue standby or commercial Letters of Credit Issuer will issue standby letters of credit and commercial (documentary) letters of credit for the account of Reseller the Borrower on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time from by the Effective Date Issuing Lender; PROVIDED, that the Issuing Lender shall have no obligation to the Termination Date, but only if the issue any Letter of Credit Exposure will not as a result of if, after giving effect to such issuance exceed the least of issuance, (a) Twenty-Five Million Dollars ($25,000,000)the L/C Obligations would exceed the L/C Commitment, (b) the aggregate principal amount by which 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 or (c) the Alternative Currency L/C Obligations would exceed the Alternative Currency L/C Commitment. Each Letter of Credit (other than the Existing Letters of Credit) shall (i) the Aggregate Revolving Loan Facility Limit exceeds be denominated in a Permitted Currency (ii) be in a minimum Dollar amount of $100,000 or in a Dollar amount less than $100,000 if approved in writing by the sum Administrative Agent in its sole discretion (or the Alternative Currency Amount thereof with respect to Alternative Currency Letters of Credit), (iii) 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 or a commercial letter of credit issued to purchase goods in the ordinary course of business, (iv) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (A) two (2) years after the outstanding principal amount date of the Aggregate Revolving Loans, plus issuance of such Letter of Credit or (B) five (5) Business Days prior to the outstanding principal amount Revolving Credit Maturity Date 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 Swingline Loans, (c) the amount by which (i) the Total Facility Limit exceeds (ii) the sum State of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount North Carolina. As of the Swingline LoansClosing Date, plus (E) the outstanding principal amount each of the Aggregate Revolving LoansExisting Letters of Credit shall constitute, and (d) the amount by which (i) the Borrowing Base exceeds (ii) the sum for all purposes of (A) the Floorplan Loan Advances, plus (B) the Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of the Aggregate Revolving Loans, plus (E) the outstanding principal amount of the Swingline Loans, plus (E) the amount of the Other Creditor Indebtedness (unless a subordination agreement satisfactory to Administrative Agents has been executed between Administrative Agents this Agreement and the holder of such Other Creditor Indebtedness). At the request of Resellerother Loan Documents, a Letter of Credit Issuer together with Administrative Agents issued and the Lenders will consider in their sole discretion, the increase of the outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit Exposure hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to an amount in excess exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Twenty-Five Million Dollars ($25,000,000)Credit shall also include extensions or modifications of any existing Letters of Credit, provided that such increase shall not increase unless the Aggregate Revolving Loan Facility Limitcontext otherwise requires.