Common use of Existing Letters of Credit and Designated Letters of Credit Clause in Contracts

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure shall not exceed $4 billion and (E) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender.

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). For the avoidance of doubt, each of the letters of credit outstanding under the Existing Three Year Credit Agreement as of the Closing Date shall be listed on Exhibit C to the L/C Fee Letter and shall be Existing Letters of Credit hereunder. (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's ’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure shall not exceed $4 2 billion and (ED) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided further that, upon request of the Company and with the consent of the relevant Issuing Lender, any such Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above).

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). For the avoidance of doubt, each of the letters of credit outstanding under the Existing Three Year Credit Agreement as of the Closing Date shall be listed on Exhibit C to the L/C Fee Letter and shall be Existing Letters of Credit hereunder. (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's ’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total 509265-1725-14038-Active.16338633 Consolidated GMF Exposure shall not exceed $4 2 billion and (ED) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided further that, upon request of the Company and with the consent of the relevant Issuing Lender, any such Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above).

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). For the avoidance of doubt, each of the letters of credit outstanding under the Existing Three Year Credit Agreement as of the Closing Date shall be listed on Exhibit C to the L/C Fee Letter and shall be Existing Letters of Credit hereunder. (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's ’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, effect and (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure shall not exceed $4 billion and (E) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided further that, upon request of the Company and with the consent of the relevant Issuing Lender, any such Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above).

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). For the avoidance of doubt, each of the letters of credit outstanding under the Existing Three Year Credit Agreement as of the Closing Date shall be listed on Exhibit C to the L/C Fee Letter and shall be Existing Letters of Credit hereunder. (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's ’s L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure shall not exceed $4 1 billion and (ED) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender; provided further that, upon request of the Company and with the consent of the relevant Issuing Lender, any such Letter of Credit may have a tenor of longer than one year so long as such Letter of Credit does not extend beyond the date referred to in clause (B) above (or, to the extent such Letter of Credit does extend beyond such date, it is in compliance with the parenthetical in clause (1) above).

Existing Letters of Credit and Designated Letters of Credit. (a) On and as of the Closing Date the letters of credit and letters of guarantee set forth on Exhibit C to the L/C Fee Letter (the “Existing Letters of Credit”) will constitute Letters of Credit under this Agreement and for the purposes hereof will be deemed to have been issued for the account of an Applicable Account Party, for which the Company shall be jointly and severally liable, on the Closing Date and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder). (b) Subject to any restrictions imposed by any applicable Requirement of Law, upon notice to the Administrative Agent, the Company may designate letters of credit issued by any Issuing Lender or one of its 509265-1725-11432-13209999 Applicable Lending Offices for the benefit of the Company or an Applicable Account Party as a Letter of Credit under this Agreement and for the purposes hereof such letter of credit will be deemed to have been issued for the account of the Company or such Applicable Account Party on the date of such designation (such date, the “Designation Date”) and each issuer thereof shall be deemed to be an Issuing Lender hereunder solely for the purposes of Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 (whether or not such issuer is otherwise an Issuing Lender hereunder) (the “Designated Letters of Credit”); provided, that (i) after giving effect to such deemed issuance hereunder (and to any concurrent funding or prepayment of a Loan and to the application of proceeds thereof and to any concurrent expiration or termination or amendment or modification of any previously issued Letter of Credit), (A) the Dollar Equivalent of the then Outstanding Amount of all Letters of Credit issued by such Issuing Lender shall not exceed such Issuing Lender's L/C Issuing Commitment then in effect, (B) the Total L/C Tranche Extensions of Credit shall not exceed the Total L/C Tranche Commitment then in effect, (C) prior to the Collateral Release Date, the Dollar Equivalent of the then Outstanding Amount of Covered Debt shall not exceed the Borrowing Base at such date, (D) the Total Consolidated GMF Exposure shall not exceed $4 billion and (E) the 509265-1725-11432-13209999 sum of (x) 105% of the Dollar Equivalent of Letters of Credit denominated in Optional Currencies plus (y) the then Outstanding Amount of the Total L/C Tranche Extensions of Credit other than Letters of Credit denominated in Optional Currencies shall not exceed the Total L/C Tranche Commitments then in effect, (ii) the Company shall be jointly and severally liable with respect to each such Letter of Credit deemed issued hereunder for the account of an Applicable Account Party and (iii) such deemed issuance will be an Extension of Credit for the purposes of Section 5.2. Each such Letter of Credit shall (x) be denominated in Dollars or any Optional Currency and (y) expire no later than the earlier of (A) the date that is one year after the date of issuance of such Letter of Credit and (B) five Business Days prior to the Termination Date of such Issuing Lender then in effect; provided, that any Letter of Credit with a one-year or shorter tenor may (1) provide for the subsequent or successive renewal or automatic renewal thereof for additional one-year or shorter periods (which shall in no event extend beyond the date referred to in the foregoing clause (B), unless and to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender) and (2) continue past such date referred to in the foregoing clause (B) to the extent that such Letter of Credit is Collateralized for the period following such date at 100% of the undrawn and unexpired amount of such Letter of Credit if requested by the relevant Issuing Lender.