Common use of Letter of Credit Facility Clause in Contracts

Letter of Credit Facility. Subject to the terms and conditions hereof, the Issuing Lender agrees to issue one or more standby Letters of Credit (including direct pay standby letters of credit) for the account of 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 by the 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 sum of the all issued, undrawn and unexpired Letters of Credit plus the Letter of Credit Obligations would exceed One Million Five Hundred Thousand Dollars ($1,500,000), or (b) the 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 ordinary course of business, (ii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier of (A) one (1) year from the date of issuance of the Letter of Credit (subject to 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 its sole discretion, and (iii) be subject to the UCP600 and, to the extent not inconsistent therewith, the laws of the State of Maryland. 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 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. Subject to the terms and conditions hereofset forth herein, the Issuing Lender agrees to issue one or more standby Letters Letter of Credit (including direct pay Issuer will issue standby letters of creditcredit and commercial (documentary) letters of credit for the account of 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 Reseller from time to time by from the Issuing Lender; providedEffective Date to the Termination Date, that but only if the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to Exposure will not as a result of such issuanceissuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (ab) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of the all issued, undrawn and unexpired Letters of Credit plus the Letter of Credit Obligations would exceed One Million Five Hundred Thousand Dollars ($1,500,000), or (bA) the outstanding principal amount of the Aggregate Revolving Facility Obligations would exceed Loans, plus (B) the Facility Cap. The Letters outstanding principal amount of Credit shall the Swingline Loans, (c) the amount by which (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Total Facility Limit exceeds (ii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier sum of (A) one the Floorplan Loan Advances, plus (1B) year from the date Interim Floorplan Loan Advances, plus (C) unfunded Approvals, plus (D) the outstanding principal amount of issuance 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 (subject to automatic renewal of Letter of Credit issued by the Issuing Lender$25,000,000), at the sole and absolute option of the Issuing Lender, so long as provided that 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 its sole discretion, and (iii) be subject to the UCP600 and, to the extent not inconsistent therewith, the laws of the State of Maryland. The Issuing Lender increase shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause increase the Issuing 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 requiresAggregate Revolving Loan Facility Limit.”

Letter of Credit Facility. (a) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations, the Issuing Lender agrees to warranties and covenants set forth herein, (i) First Chicago shall issue one commercial letters of credit and (ii) First Chicago shall issue or more standby Letters of Credit (including direct pay any other Lender, in its sole discretion, may issue standby letters of credit, in each case for the account of the Borrower (First Chicago and each such other Lender in such capacity being referred to 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 terms thereof (all such applications, 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 will be issued (or amended) for the account of the 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 by the Issuing Lender; provided, that the an Issuing Lender shall have no obligation to and shall not issue any if on the date of issuance, before or after taking such Letter of Credit if, after giving effect to such issuanceinto account, (aA) the sum Revolving Loan Obligations at such time would exceed the Aggregate Revolving Loan Commitment at such time, (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 amount of the all issued, undrawn and unexpired L/C Obligations in respect of standby Letters of Credit exceeds $5,000,000 plus the amount outstanding under the Backstop Letter of Credit Obligations would exceed One Million Five Hundred Thousand Dollars ($1,500,000)only so long as the Backstop Letter of Credit remains outstanding, or (bC) the aggregate outstanding Aggregate Revolving Facility amount of the L/C Obligations would exceed the Facility Cap. The in respect of commercial Letters of Credit exceeds $40,000,000; and provided, further, that no Letter of Credit shall (i) be issued to support obligations of Borrower (or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iiamended) expire on a which has an expiration date satisfactory to the Issuing Lender, which date shall be no later than the date which is the earlier of (A) one (1) year from 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 respect to commercial Letters of Credit. The designation of any Lender as an Issuing Lender after the Letter date hereof with respect to standby Letters of Credit (subject to 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 its sole discretion, and (iii) shall be subject to the UCP600 and, to prior written consent of the extent not inconsistent therewithAgent. If the Borrower applies for a standby Letter of Credit from any Lender other than First Chicago, the laws Borrower shall simultaneously notify the Agent of the State proposed amount, expiration date and nature of Marylandsuch 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 at been met. To the extent that any time provision of any L/C Document cannot reasonably be obligated construed to issue 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 Issuing Lender. No Issuing Lender shall extend or amend any Letter of Credit hereunder if such issuance would conflict with, or cause unless the Issuing Lender or any Lender to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters requirements of this Section 2.21 are met as though a new Letter of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requireswas being requested and issued.”

Letter of Credit Facility. 3.4.1. Subject to the terms and conditions hereofset forth herein, the Issuing Lender agrees to issue one or more standby Letters Letter of Credit (including direct pay Issuer will issue standby letters of creditcredit and commercial (documentary) letters of credit for the account of 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 Reseller from time to time by from the Issuing Lender; providedEffective Date to the Termination Date, that but only if the Issuing Lender shall have no obligation to and shall not issue any Letter of Credit if, after giving effect to Exposure will not as a result of such issuanceissuance exceed the least of (a) Twenty-Five Million Dollars ($25,000,000), (ab) the amount by which (i) the Aggregate Revolving Loan Facility Limit exceeds (ii) the sum of the all issued, undrawn and unexpired Letters of Credit plus the Letter of Credit Obligations would exceed One Million Five Hundred Thousand Dollars ($1,500,000), or (bA) the outstanding principal amount of the Aggregate Revolving Facility Obligations would exceed Loans, plus (B) the Facility Cap. The Letters outstanding principal amount of Credit shall the Swingline Loans, (c) the amount by which (i) be issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, Total Facility Limit exceeds (ii) expire on a date satisfactory to the Issuing Lender, which date shall be no later than the earlier sum of (A) one the Floorplan Loan Advances, plus (1B) year from the date Interim Floorplan Loan Advances, plus (C) the outstanding principal amount of issuance the Swingline Loans, plus (D) 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) the outstanding principal amount of the Aggregate Revolving Loans, plus (D) 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 (subject to automatic renewal of Letter of Credit issued by the Issuing Lender$25,000,000), at the sole and absolute option of the Issuing Lender, so long as provided that 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 its sole discretion, and (iii) be subject to the UCP600 and, to the extent not inconsistent therewith, the laws of the State of Maryland. The Issuing Lender increase shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause increase the Issuing 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 requiresAggregate Revolving Loan Facility Limit.”