Drafts Under Manufacturers Drafting Letters. (a) The Floor Plan Agent and/or the Swing Line Bank may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited to Section 11.4. (b) If at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then the funding of a Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer. (c) Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line Bank, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line Bank, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc), Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The In accordance with Sections 2.3, 4.3 and 4.6 hereof, each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be, and upon the funding of each Draft presented by a Manufacturer under a Drafting Agreement, the Floor Plan Agent and/or shall be deemed to have disbursed or on behalf of the applicable Floor Plan Borrower and the applicable Floor Plan Borrower shall be deemed to have elected to substitute for its respective reimbursement obligations in respect of such Draft, an advance of a Floor Plan Loan, a Swing Line Bank Loan, or a Swing Line Overdraft Loan, as the case may take all actions reasonably necessary be, bearing interest at the Applicable Interest Rate. Each of the Floor Plan Borrowers shall be irrevocably obligated to suspend and/or terminate Drafts reimburse Floor Plan Agent on demand for the amount of any Draft presented by a Manufacturer under the terms of any Drafting Agreement; provided however that such reimbursement obligation shall be deemed satisfied by the funding of a Loan in accordance with this Agreement, including but not limited to Section 11.4respect thereto.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft drawn under a Drafting Agreement, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan Loan, or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan an Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, commitment, Default or Event of Default or otherwise in any manner whatsoever affect the rights rights, and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders Banks hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft Swing Line Overdraft Loan forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only Second Amended and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line Bank, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line Bank, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.Restated Revolving Credit Agreement
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited Section 11.4 and following the occurrence of any Default (relating to Section 11.4a Floor Plan Event of Default) or Floor Plan Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), 2.3(d)(iii) if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total aggregate Floor Plan Loan CommitmentCommitments, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total aggregate Floor Plan Loan Commitment Commitments in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited Section 11.4 and following the occurrence of any Default (relating to Section 11.4a Floor Plan Event of Default) or Floor Plan Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii2.3(d)(iii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower's reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited to Section 11.411.2 and following the occurrence of any Default or Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), 2.3(d)(iii) if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total aggregate Floor Plan Loan CommitmentCommitments, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan an Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights rights, and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.2 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 11.2 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total aggregate Floor Plan Loan Commitment Commitments in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The applicable Floor Plan Borrower shall be liable for the repayment of each Draft submitted by a Manufacturer pursuant to a Drafting Agreement. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall request that the Swing Line Bank pay such Draft, unless such payment would cause all Floor Plan Loans plus Floor Plan Swing Line Loans to exceed the Total Floor Plan Loan Commitments (in which case the provisions of Section 2.3(d)(ii)(4) shall apply), unless the Drafting Agreement pursuant to which such Draft was presented has been terminated or suspended. Such funding shall constitute a Floor Plan Swing Line Loan. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited to Section 11.411.4 following the occurrence of any Floor Plan Event of Default allowing the exercise of remedies under Section 11.4(c).
(b) If at any time (i) any Notwithstanding the obligation of the Floor Plan Borrowers Agent or the Swing Line Bank to fund a Draft, (i) if at any time any Floor Plan Borrower has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or for the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii2.3(d)(ii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans plus Floor Plan Swing Line Loans to exceed the Total Floor Plan Loan CommitmentCommitments, or (iii) if a Default (relating to a Floor Plan Event of Default) or a Floor Plan an Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights rights, and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Notwithstanding Subject to Section 11.5 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans to reimburse the amount Swing Line Bank for Floor Plan Swing Line Loans by making available their respective Pro Rata Share of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lendersamounts so advanced, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment all in effect from time to time. Furthermoreaccordance with Section 2.2 hereof; furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy under the terms of this Agreement shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders. Notwithstanding the foregoing, the Floor Plan Lenders shall not be obligated to purchase any portion of any Overage Amount.
Appears in 1 contract
Samples: Revolving Credit Agreement (Asbury Automotive Group Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of ARTICLE XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited Section 11.4 and following the occurrence of any Default (relating to Section 11.4a Floor Plan Event of Default) or Floor Plan Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), 2.3(d)(iii) if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total aggregate Floor Plan Loan CommitmentCommitments, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total aggregate Floor Plan Loan Commitment Commitments in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Floor Plan Agent and/or the Swing Line Bank may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited to Section 11.4.
(b) If at any time (i) any In accordance with Section 1.1(b)(i) hereof, each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a request for Borrowing of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then upon the funding of each Draft presented by a Draft shall not constitute Manufacturer under a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the AgentDrafting Agreement, the Swing Line Bank Lender shall be deemed to have disbursed or any on behalf of the Floor Plan Lenders Borrowers or the Lenders hereunderSpecified Borrowers, as the case may be, and the Borrowers or the Specified Borrowers, as the case may be, shall be deemed to have elected to substitute for its respective reimbursement obligations in respect of such Draft, a Swing Line Loan. In any such event, Each of the Floor Plan Borrowers and Specified Borrowers shall remain be irrevocably obligated to pay reimburse Swing Line Lender on demand for the amount of any Draft forthwith as set forth herein and presented by a Manufacturer under the terms of any Drafting Agreement; provided however that such reimbursement obligation shall have all other duties and obligations applicable to be deemed satisfied by the Floor Plan Borrowers under this Agreementfunding of a Swing Line Loan in respect thereto. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers and Specified Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft as Floor Plan Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(cii) Notwithstanding On each Interest Reset Date or upon the amount occurrence and continuance of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction an Event of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank Default each Lender shall not be obligated to terminate or suspend fund Floor Plan Loans to refund Swing Line Loans resulting from the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount presentation of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed Agreements, by making available their respective Pro Rata Shares of the amounts so advanced, all in accordance with Section 1.1(b)(iii) hereof; provided, however, that if for any reason the Lenders are prohibited from making a Floor Plan Loan to refund Swing Line Loans in respect of any such Draft, each such Lender shall be deemed to and unconditionally agrees to purchase from the Swing Line Lender a participation interest in the amount of the Total Floor Plan Loan Commitment such Draft (in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line Bank, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line Bank, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other LendersPro Rata Share).
Appears in 1 contract
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited Section 11.4 and following the occurrence of any Default (relating to Section 11.4a Floor Plan Event of Default) or Floor Plan Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii2.3(d)(iii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total aggregate Floor Plan Loan CommitmentCommitments, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total aggregate Floor Plan Loan Commitment Commitments in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The In accordance with Sections 2.3, 4.3 and 4.6 hereof, each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be, and upon the funding of each Draft presented by a Manufacturer under a Drafting Agreement, the Floor Plan Agent and/or shall be deemed to have disbursed or on behalf of the applicable Floor Plan Borrower and the applicable Floor Plan Borrower shall be deemed to have elected to substitute for its respective reimbursement obligations in respect of such Draft, an advance of a Floor Plan Loan, a Swing Line Bank Loan, or a Swing Line Overdraft Loan, as the case may take all actions reasonably necessary be, bearing interest at the Applicable Interest Rate. Each of the Floor Plan Borrowers shall be irrevocably obligated to suspend and/or terminate Drafts reimburse Floor Plan Agent on demand for the amount of any Draft presented by a Manufacturer under the terms of any Drafting Agreement; provided however that such reimbursement obligation shall be deemed satisfied by the funding of a Loan in accordance with this Agreement, including but not limited to Section 11.4respect thereto.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft drawn under a Drafting Agreement, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan Loan, or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan an Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, commitment, Default or Event of Default or otherwise in any manner whatsoever affect the rights rights, and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders Banks hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft Swing Line Overdraft Loan forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line Bank, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line Bank, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
Drafts Under Manufacturers Drafting Letters. (a) The Each Draft submitted by a Manufacturer pursuant to a Drafting Agreement shall constitute a Request for Borrowing of a Floor Plan Loan, a Swing Line Loan, or a Swing Line Overdraft Loan, as the case may be. Upon its submission to the Floor Plan Agent, the Floor Plan Agent and/or shall pay such Draft, unless it has been terminated or suspended. If the Swing Line Bank conditions precedent set forth in Section 8.3 have been satisfied, then such payment shall constitute a Floor Plan Loan in satisfaction of the Floor Plan Borrower’s reimbursement obligations in respect of such payment. Notwithstanding the foregoing, subject to the terms and conditions of Article XII hereof, the Floor Plan Agent may take all actions reasonably necessary to suspend and/or terminate Drafts in accordance with this Agreement, including but not limited Section 11.4 and following the occurrence of any Default (relating to Section 11.4a Floor Plan Event of Default) or Floor Plan Event of Default.
(b) If Notwithstanding the obligation (if any) of the Floor Plan Agent to fund a Draft, (i) if at any time (i) any of the Floor Plan Borrowers has failed to satisfy the conditions precedent for the Floor Plan Agent to make a Floor Plan Loan or the Swing Line Bank to make a Swing Line Loan or a Swing Line Overdraft Loan, (ii) subject to Section 2.3(c)(iii2.3(d)(iii), if at any time the amount of such Draft would cause the aggregate amount of Floor Plan Loans to exceed the Total Floor Plan Loan Commitment, or (iii) after a Default (relating to a Floor Plan Event of Default) or a Floor Plan Event of Default has occurred and is continuing, then in any such event, the funding of a such Draft shall not constitute a waiver of any such condition, Default or Event of Default or otherwise in any manner whatsoever affect the rights and remedies available to the Floor Plan Agent, the Agent, the Swing Line Bank or any of the Floor Plan Lenders or the Lenders hereunder. In any such event, the Floor Plan Borrowers shall remain obligated to pay the amount of any Draft forthwith as set forth herein and shall have all other duties and obligations applicable to the Floor Plan Borrowers under this Agreement. Notwithstanding anything to the contrary contained herein, each of the Floor Plan Borrowers shall bear all risk of loss resulting from the payment of any Draft, or any resulting disbursements of the Floor Plan Loans, Swing Line Loans or Swing Line Overdraft Loans, as the case may be, whether or not due to the gross negligence, willful misconduct or fraud of any Manufacturer.
(c) Subject to Section 11.4 hereof, each Floor Plan Lender shall be obligated to fund Floor Plan Loans resulting from the presentation of Drafts, by making available their respective Pro Rata Share of Floor Plan Loan Commitments of the amounts so advanced, all in accordance with Section 2.2 hereof; provided, however, that if for any reason the Floor Plan Agent is prohibited from making a Floor Plan Loan in respect of any such Draft, each such Floor Plan Lender shall be deemed to and unconditionally agrees to purchase from the Floor Plan Agent a participation interest in the amount of such Draft (in the amount of its Pro Rata Share of Floor Plan Loan Commitments). Notwithstanding the amount of the aggregate Floor Plan Loan Commitments in effect from time to time, except with respect to the notices terminating or suspending drafting privileges to be given pursuant Section 11.1 or Section 11.4 hereof or any other notices given by the Floor Plan Agent and/or the Swing Line Bank in response to the written direction of the Required Lenders, the Floor Plan Agent and/or the Swing Line Bank shall not be obligated to terminate or suspend the drafting privileges of any Manufacturer under the Drafting Agreements even though the aggregate amount of Drafts which may be presented by Manufacturers under the Drafting Agreements may exceed the amount of the Total Floor Plan Loan Commitment in effect from time to time. Furthermore, (i) any limitations contained in any of the Drafting Agreements (whether in respect of daily Drafts to be presented or otherwise) are for informational purposes only and Floor Plan Agent and the Swing Line Bank shall not be obligated to monitor or limit the amount of Drafts presented or honored on the basis of any such limitations and (ii) any right of the Floor Plan Agent and/or the Swing Line BankAgent, acting in its discretion and not at the direction or with the concurrence of the Required Lenders, to terminate or suspend drafting privileges of any Manufacturer or otherwise exercise any right or remedy shall be for the sole benefit and protection of the Floor Plan Agent and the Swing Line BankAgent, and the Floor Plan Agent and the Swing Line Bank shall not owe any duty to any of the other Lenders with respect to such rights or remedies or be required to exercise such rights or remedies to protect any of the other Lenders.
Appears in 1 contract
Samples: Revolving Credit Agreement (Group 1 Automotive Inc)
