Common use of Terminations of Vendor Agreements Clause in Contracts

Terminations of Vendor Agreements. (i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, Administrative Agents may in their absolute discretion, cease to fund requests for Approvals and cease to make Floorplan Loan Advances with respect to such Vendor (each, a “Vendor Termination”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Borrowing Agent of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “Pre-termination Notice”) from the Vendor, and Resellers agree that if there is no Existing Default, the provision to Borrowing Agent by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient. (ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Resellers agree that if there is no Existing Default, 60 days’ prior written notice of such Vendor Termination shall be given to the Borrowing Agent by CPC and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Loan Advances as provided in Section 3.1.2 above, and Lenders will continue to fund Floorplan Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement. (iii) Resellers will not be relieved from any obligation to Administrative Agents or the Lenders arising out of Floorplan Loan Advances or Interim Floorplan Loan Advances made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Resellers have indefeasibly paid all of the Loan Obligations in full in cash.

Terminations of Vendor Agreements. (i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, Administrative Agents CPC may in their its absolute discretion, cease to fund requests for Approvals and cease to make Floorplan Loan Advances with respect to such Vendor (each, a “Vendor Termination”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Borrowing Agent Reseller of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “Pre-termination Termination Notice”) from the Vendor, and Resellers agree Reseller agrees that if there is no Existing Default, the provision to Borrowing Agent Reseller by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient. (ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Resellers agree Reseller agrees that if there is no Existing Default, 60 days’ days prior written notice of such Vendor Termination shall be given to the Borrowing Agent by CPC and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Loan Advances as provided in Section 3.1.2 above3.2.2, and Lenders will continue to fund Floorplan Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement. (iii) Resellers Reseller will not be relieved from any obligation to Administrative Agents or the Lenders arising out of Floorplan Loan Advances Loans or Interim Floorplan Loan Advances Loans made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Resellers have Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irrevocably reduced to zero.

Terminations of Vendor Agreements. (i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, Administrative Agents CPC may in their its absolute discretion, cease to fund requests for Approvals and cease to make Floorplan Loan Advances with respect to such Vendor (each, a “Vendor TerminationVENDOR TERMINATION”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Borrowing Agent Reseller of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “PrePRE-termination NoticeTERMINATION NOTICE”) from the Vendor, and Resellers agree Reseller agrees that if there is no Existing Default, the provision to Borrowing Agent Reseller by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient. (ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Resellers agree Reseller agrees that if there is no Existing Default, 60 days’ days prior written notice of such Vendor Termination shall be given to the Borrowing Agent by CPC and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Loan Advances as provided in Section 3.1.2 above3.2.2, and Lenders will continue to fund Floorplan Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement. (iii) Resellers Reseller will not be relieved from any obligation to Administrative Agents or the Lenders arising out of Floorplan Loan Advances Loans or Interim Floorplan Loan Advances Loans made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Resellers have Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irrevocably reduced to zero.

Terminations of Vendor Agreements. (i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, Administrative Agents CPC may in their its absolute discretion, cease to fund requests for Approvals and cease to make Floorplan Loan Advances with respect to such Vendor (each, a “Vendor Termination”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Borrowing Agent Reseller of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “Pre-termination Notice”) from the Vendor, and Resellers agree Reseller agrees that if there is no Existing Default, the provision to Borrowing Agent Reseller by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient. (ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Resellers agree Reseller agrees that if there is no Existing Default, 60 days’ days prior written notice of such Vendor Termination shall be given to the Borrowing Agent by CPC and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Loan Advances as provided in Section 3.1.2 above3.2.2, and Lenders will continue to fund Floorplan Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement. (iii) Resellers Reseller will not be relieved from any obligation to Administrative Agents or the Lenders arising out of Floorplan Loan Advances Loans or Interim Floorplan Loan Advances Loans made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Resellers have Reseller has indefeasibly paid all of the Loan Obligations in full in cash, all Letters of Credit have expired and the Letter of Credit Exposure is irrevocably reduced to zero.

Terminations of Vendor Agreements. (i) Upon termination of a Vendor Agreement or upon a material adverse change with respect to a Vendor Agreement, Administrative Agents may in their absolute discretion, cease to fund requests for Approvals and cease to make Floorplan Channel Finance Loan Advances with respect to such Vendor (each, a “Vendor Termination”). If a Vendor Agreement is terminated by a Vendor, CPC agrees to provide written notice to Borrowing Agent of such termination within one Business Day of CPC’s receipt of such termination notice (each, a “Pre-termination Notice”) from the Vendor, and Resellers agree that if there is no Existing Default, the provision to Borrowing Agent by CPC of the same period of pre-termination notice as provided to CPC by the applicable terminating Vendor shall be given and is reasonable and sufficient. (ii) If a Vendor Termination occurs due to the termination of a Vendor Agreement by CPC, Resellers agree that if there is no Existing Default, 60 days’ prior written notice of such Vendor Termination shall be given to the Borrowing Agent by CPC and is reasonable and sufficient. During either notice period described above, CPC may make Interim Floorplan Channel Finance Loan Advances as provided in Section 3.1.2 above, and Lenders will continue to fund Floorplan Channel Finance Loan Advances for Approvals (which have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor) issued on or before the expiration of such notice period and in either case, repayment shall be in accordance with the applicable Transaction Statement and Monthly Billing Statement. (iii) Resellers will not be relieved from any obligation to Administrative Agents or the Lenders arising out of Floorplan Channel Finance Loan Advances or Interim Floorplan Channel Finance Loan Advances made before the effective termination date of the Vendor Termination or made after the effective termination date of the Vendor Termination in connection with Approvals issued on or before such effective termination date, which Approvals have not been cancelled by CPC prior to the shipment of Inventory by the terminating Vendor. Notwithstanding a termination of a Vendor Agreement as described above, Administrative Agents and Lenders will retain all of their rights, interests and remedies hereunder and in all Collateral until Resellers have indefeasibly paid all of the Loan Obligations in full in cash.