Common use of Floor Plan Advances Clause in Contracts

Floor Plan Advances. Subject to the terms and conditions of this Agreement, CDF agrees to thereafter make available to Dealers extensions of credit on a revolving basis in such amounts as Dealers may from time to time request up to an aggregate total of two hundred five million dollars ($205,000,000.00) (the “Maximum Credit Amount”), minus (i) the outstanding amount of Approvals (as defined below) and (ii) the aggregate outstanding amount of any other Obligations of Dealers to CDF, to purchase inventory, which will be subject to a purchase money security interest in favor of CDF, from Dealers’ existing vendors identified on Exhibit A to this Agreement and any additional vendors acceptable to CDF in its sole discretion (such existing vendors and additional vendors, in each case until any such vendor shall be disapproved by written notice from CDF due to (x) such vendor’s failure to comply with any law, rule, regulation, order or decree; (y) such vendor’s failure to comply with any internal policies and procedures of CDF or any CDF Affiliate (as defined below) relating to import or export controls, anti-money laundering, anti-terrorism, securities law, banking law or regulation, fraud statutes and other similar laws and regulations and codes of ethical conduct (collectively, “Internal Policies”); or (z) any circumstance which may make CDF’s disbursement of any advance to such vendor illegal or otherwise in violation of any law, rule, regulation, order or decree applicable to CDF or any Internal Policies, each, a “Vendor” and, collectively, “Vendors”) and for other purposes (including the Pre-Owned Inventory Sublimit described below); provided, however, that (1) repayments from time to time of the outstanding balance of the indebtedness hereunder shall be available to be reborrowed pursuant to the terms and conditions of this Agreement; (2) if the Obligations hereunder outstanding at any time or from time to time exceed the Maximum Credit Amount, Dealers shall immediately (but in any event within two (2) Business Days) repay the Obligations in such amount necessary to eliminate such excess; provided that, in its reasonable discretion, CDF may immediately cease to make loans and/or to issue Approvals until such repayment occurs, and (3) notwithstanding anything else contained in this Agreement, (I) CDF may, in its reasonable discretion, immediately cease to make loans and/or to issue Approvals (x) upon the occurrence and during the continuance of any Default or upon the occurrence and during the continuance of any event which, with the giving of notice, the passage of time, or both would result in a Default, or (y) if any remittance for any Obligations is dishonored when first presented for payment, until such payment is honored; and (II) upon termination of this Agreement, Dealers shall repay to CDF all Obligations hereunder, plus interest accrued to the date of payment. If a Vendor is disapproved for any reason set forth above, such disapproval will only affect Dealers’ ability to request, and CDF’s obligation to fund, subsequent advances and will not require immediate repayment of previous advances with respect to inventory purchased from such disapproved Vendor. As of the Closing Date, all outstanding advances under the Existing Financing Agreement shall be deemed advances under this Agreement.

Floor Plan Advances. Subject to the terms and conditions of this Agreement, CDF agrees to thereafter make available to Dealers extensions of credit on a revolving basis in such amounts as Dealers may from time to time request up to an aggregate total of two one hundred five million dollars ($205,000,000.00100,000,000.00) (as such amount may be increased by CDF pursuant to this Section 1, the “Maximum Credit Amount”), minus (i) the outstanding amount of Approvals (as defined below) ), and (ii) the aggregate outstanding amount of any other Obligations obligations of Dealers to CDFCDF and any CDF Affiliates, to purchase inventory, which will be subject to a purchase money security interest in favor of CDF, from Dealers’ existing vendors identified on Exhibit A to this Agreement and any additional vendors acceptable to CDF in its sole discretion (such existing vendors and additional vendors, in each case until any such vendor shall be disapproved by written notice from CDF due to (x) such vendor’s failure to comply with any law, rule, regulation, order or decree; (y) such vendor’s failure to comply with any internal policies and procedures of CDF or any CDF Affiliate (as defined below) relating to import or export controls, anti-money laundering, anti-terrorism, securities law, banking law or Inventory Financing Agreement regulation, fraud statutes and other similar laws and regulations and codes of ethical conduct (collectively, “Internal Policies”); or (z) any circumstance which may make CDF’s disbursement of any advance to such vendor illegal or otherwise in violation of any law, rule, regulation, order or decree applicable to CDF or any Internal Policies, each, a “Vendor” and, collectively, “Vendors”) and for other purposes (including the Pre-Owned Inventory Sublimit described below); provided, however, that (1) repayments from time to time of the outstanding balance of the indebtedness hereunder shall be available to be reborrowed pursuant to the terms and conditions of this Agreement; (2) if the Obligations hereunder outstanding at any time or from time to time exceed the Maximum Credit Amount, Dealers shall immediately (but in any event within two (2) Business Days) repay the Obligations in such amount necessary to eliminate such excess; provided that, in its reasonable discretion, CDF may immediately cease to make loans and/or to issue Approvals until such repayment occurs, and (3) notwithstanding anything else contained in this Agreement, (I) CDF may, in its reasonable discretion, immediately cease to make loans and/or to issue Approvals (x) upon the occurrence and during the continuance of any Default or upon the occurrence and during the continuance of any event which, with the giving of notice, the passage of time, or both would result in a Default, or (y) if any remittance for any Obligations is dishonored when first presented for payment, until such payment is honored; and (II) upon termination of this Agreement, Dealers shall repay to CDF all Obligations hereunder, plus interest accrued to the date of payment. If a Vendor is disapproved for any reason set forth above, such disapproval will only affect Dealers’ ability to request, and CDF’s obligation to fund, subsequent advances and will not require immediate repayment of previous advances with respect to inventory purchased from such disapproved Vendor. As of the Closing Date, all outstanding advances under the Existing Financing Agreement shall be deemed advances under this Agreement.

Floor Plan Advances. Subject to the terms and conditions of this Agreement, CDF agrees to thereafter make available to Dealers extensions of credit on a revolving basis in such amounts as Dealers may from time to time request up to an aggregate total of two one hundred five fifty million dollars ($205,000,000.00150,000,000.00) (the “Maximum Credit Amount”), minus (i) the outstanding amount of Approvals (as defined below) and (ii) the aggregate outstanding amount of any other Obligations of Dealers to CDFCDF and any CDF Affiliates, to purchase inventory, which will be subject to a purchase money security interest in favor of CDF, from Dealers’ existing vendors identified on Exhibit A to this Agreement and any additional vendors acceptable to CDF in its sole discretion (such existing vendors and additional vendors, in each case until any such vendor shall be disapproved by written notice from CDF due to (x) such vendor’s failure to comply with any law, rule, regulation, order or decree; (y) such vendor’s failure to comply with any internal policies and procedures of CDF or any CDF Affiliate (as defined below) relating to import or export controls, anti-money laundering, anti-terrorism, securities law, banking law or regulation, fraud statutes and other similar laws and regulations and codes of ethical conduct (collectively, “Internal Policies”); or (z) any circumstance which may make CDF’s disbursement of any advance to such vendor illegal or otherwise in violation of any law, rule, regulation, order or decree applicable to CDF or any Internal Policies, each, a “Vendor” and, collectively, “Vendors”) and for other purposes (including the Pre-Owned Inventory Sublimit described below); provided, however, that (1) repayments from time to time of the outstanding Amendment Number Two to Inventory Financing Agreement balance of the indebtedness hereunder shall be available to be reborrowed pursuant to the terms and conditions of this Agreement; (2) if the Obligations hereunder outstanding at any time or from time to time exceed the Maximum Credit Amount, Dealers shall immediately (but in any event within two (2) Business Days) repay the Obligations in such amount necessary to eliminate such excess; provided that, in its reasonable discretion, CDF may immediately cease to make loans and/or to issue Approvals until such repayment occurs, and (3) notwithstanding anything else contained in this Agreement, (I) CDF may, in its reasonable discretion, immediately cease to make loans and/or to issue Approvals (x) upon the occurrence and during the continuance of any Default or upon the occurrence and during the continuance of any event which, with the giving of notice, the passage of time, or both would result in a Default, or (y) if any remittance for any Obligations is dishonored when first presented for payment, until such payment is honored; and (II) upon termination of this Agreement, Dealers shall repay to CDF all Obligations hereunder, plus interest accrued to the date of payment. If a Vendor is disapproved for any reason set forth above, such disapproval will only affect Dealers’ ability to request, and CDF’s obligation to fund, subsequent advances and will not require immediate repayment of previous advances with respect to inventory purchased from such disapproved Vendor. As of the Closing Date, all outstanding advances under the Existing Financing Agreement shall be deemed advances under this Agreement.”

Floor Plan Advances. Subject to the terms and conditions of this Agreement, CDF agrees to thereafter make available to Dealers extensions of credit on a revolving basis in such amounts as Dealers may from time to time request up to an aggregate total of two one hundred five million dollars ($205,000,000.00100,000,000.00) (as such amount may be increased by CDF pursuant to Section 1 (f), the “Maximum Credit Amount”), minus (i) the outstanding amount of Approvals (as defined below) ), and (ii) the aggregate outstanding amount of any other Obligations of Dealers to CDFCDF and any CDF Affiliates, plus (iii) an amount (the “Reserve Adjustment”) equal to the lesser of (X) the balance of the Cash Collateral Reserve (as defined in that certain [****], dated the date hereof, between CDF and Dealers (the [****])), and (Y) twenty-five million dollars ($25,000,000.00), to purchase inventory, which will be subject to a purchase money security interest in favor of CDF, from Dealers’ existing vendors identified on Exhibit A to this Agreement and any additional vendors acceptable to CDF in its sole discretion (such existing vendors and additional vendors, in each case until any such vendor shall be disapproved by written notice from CDF due to (x) such vendor’s failure to comply with any law, rule, regulation, order or decree; (y) such vendor’s failure to comply with any internal policies and procedures of CDF or any CDF Affiliate (as defined below) relating to import or export controls, anti-money laundering, anti-terrorism, securities law, banking law or regulation, fraud statutes and other similar laws and regulations and codes of ethical conduct (collectively, “Internal Policies”); or (z) any circumstance which may make CDF’s disbursement of any advance to such vendor illegal or otherwise in violation of any law, rule, regulation, order or decree applicable to CDF or any Internal Policies, each, a “Vendor” and, collectively, “Vendors”) and for other purposes (including the Pre-Pre- Owned Inventory Sublimit described below); provided, however, that (1) repayments from time to time of the outstanding balance of the indebtedness hereunder shall be available to be reborrowed pursuant to the terms and conditions of this Agreement; (2) if the Obligations hereunder outstanding at any time or from time to time exceed the sum of the Maximum Credit AmountAmount and the Reserve Adjustment, Dealers shall immediately (but in any event within two (2) Business Days) repay the Obligations in such amount necessary to eliminate such excess; provided that, in its reasonable discretion, CDF may immediately cease to make loans and/or to issue Approvals until such repayment occurs, and (3) notwithstanding anything else contained in this Agreement, (I) CDF may, in its reasonable discretion, immediately cease to make loans and/or to issue Approvals (x) upon the occurrence and during the continuance of any Default or upon the occurrence and during the continuance of any event which, with the giving of notice, the passage of time, or both would result in a Default, or (y) if any remittance for any Obligations is dishonored when first presented for payment, until such payment is honored; and (II) upon termination of this Agreement, Dealers shall repay to CDF all Obligations hereunder, plus interest accrued to the date of payment. If a Vendor is disapproved for any reason set forth above, such disapproval will only affect Dealers’ ability to request, and CDF’s obligation to fund, subsequent advances and will not require immediate repayment of previous advances with respect to inventory purchased from such disapproved Vendor. As of the Closing Date, all outstanding advances under the Existing Financing Agreement shall be deemed advances under this Agreement.”