WHOLESALE SECURITY AGREEMENT
To: General Motors Acceptance Corporation (GMAC)
In the course of our business, we acquire new and used cars,
trucks and chassis ("Vehicles") from manufacturers or distributors. We desire
you to finance the acquisition of such vehicles and to pay the manufacturers
or distributors therefor.
We agree upon demand to pay to GMAC the amount it advances or is
obligated to advance to the manufacturer or distributor for each vehicle with
interest at the rate per annum designated by GMAC from time to time and then
in force under the GMAC Wholesale Plan.
We also agree that to secure collectively the payment by us of the
amounts of all advances and obligations to advance made by GMAC to the
manufacturer, distributor or other sellers, and the interest due thereon, GMAC
is hereby granted a security interest in the vehicles and the proceeds of sale
thereof ("Collateral") as more fully described herein.
The collateral subject to this Wholesale Security Agreement is new
vehicles held for sale or lease and used vehicles acquired from manufacturers
or distributors and held for sale or lease, and all vehicles of like kinds or
types now owned or hereafter acquired from manufacturers, distributors or
sellers by way of replacement, substitution, addition or otherwise, and all
additions and accessions thereto and all proceeds of such vehicles, including
insurance proceeds.
Our possession of the vehicles shall be for the purpose of storing
and exhibiting same for retail sale in the regular course of business. We
shall keep the vehicles brand new and we shall not use them illegally,
improperly or for hire. GMAC shall at all times have the right of access to
and inspection of the vehicles and the right to examine our books and records
pertaining to the vehicles.
We agree to keep the vehicles free of all taxes, liens and
encumbrances, and any sum of money that may be paid by GMAC in release or
discharge thereof shall be paid to GMAC on demand as an additional part of the
obligation secured hereunder. We shall not mortgage, pledge or loan the
vehicles and shall not transfer or otherwise dispose of them except as next
hereinafter more particularly provided. We shall execute in favor of GMAC any
form of document which may be required for the amounts advanced to the
manufacturer, distributor or seller, and shall execute such additional
documents as GMAC may at any time request in order to confirm or perfect title
or security in the vehicles. Execution by us of any instrument for the amount
advanced shall be deemed evidence of our obligation and not payment therefor.
We authorize GMAC or any of its officers or employees or agents to execute
such documents in our behalf and to supply any omitted information and correct
patent errors in any document executed by us.
We understand that we may sell and lease the vehicles at retail in
the ordinary course of business. We further agree that as each vehicle is
sold, or leased, we will, faithfully and promptly remit to you the amount you
advanced or have become obligated to advance on our behalf to the
manufacturer, distributor or seller, with interest at the designated rate per
annum then in effect under the GMAC Wholesale Plan. The GMAC Wholesale Plan is
hereby incorporated by reference.
GMAC's security interest in the vehicles shall attach to the full
extent provided or permitted by law to the proceeds, in whatever form, of any
retail sale or lease thereof by us until such proceeds are accounted for as
aforesaid, and to the proceeds of any other disposition of said vehicles or
any part thereof.
In the event we default in payment under and according to this
agreement, or in due performance or compliance with any of the terms and
conditions hereof, or in the event of a proceeding in bankruptcy, insolvency
or receivership instituted by or against us or our property, or in the event
that GMAC deems itself insecure or said vehicles are in danger of misuse,
loss, seizure or confiscation, GMAC may take immediate possession of said
vehicles, without demand or further notice and without legal process for the
purpose and in furtherance thereof, we shall, if GMAC so requests, assemble
said vehicles and make them available to GMAC at a reasonable convenient place
designated by it, and GMAC shall have the right, and we hereby authorize and
empower GMAC, to enter upon the premises wherever said vehicles may be and
remove same. We shall pay all expenses and reimburse GMAC for any
expenditures, including reasonable attorney's fees and legal expenses, in
connection with GMAC's exercise of any of its rights and remedies under this
agreement.
In the event of repossession of the vehicles by GMAC, then the
rights and remedies applicable under the Uniform Commercial Code shall apply.
Any provision hereof prohibited by law shall be ineffective to the
extent of such prohibition without invalidating the remaining provisions
hereof.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed by its duly authorized representative this 1st day of April,
1981.
Witness and Attest:
Xxxx Xxxx Chevrolet, Inc.
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Dealer's Name
Accepted By:
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GENERAL MOTORS ACCEPTANCE
CORPORATION Its: President
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By: Ass't. Sect. Dorchester Rd., Charleston Heights, S.C.
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Its Authorized Agent Address of Dealer
000X Xxxxxxxx Xxx., Xxxxxxxxxx, X.X. 00000
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Address
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AGREEMENT AMENDING THE WHOLESALE SECURITY
AGREEMENT AND CONDITIONALLY AUTHORIZING
THE SALE OF NEW FLOOR PLAN VEHICLES ON A
DELAYED PAYMENT PRIVILEGE BASIS
This Agreement is made and executed by and between the undersigned dealer
("Dealer") and General Motors Acceptance Corporation ("GMAC") effective the
date set forth below.
WHEREAS, the Dealer previously, or simultaneous with the execution of this
Agreement, executed and delivered to GMAC a Wholesale Security Agreement, by
which, among other things, (a) GMAC provides wholesale floor plan financing of
motor vehicles for Dealer, and Dealer agrees to promptly pay to GMAC the
actual amount financed, as each such financed motor vehicle is sold or leased
by Dealer (the "Vehicle Amount Financed"); and (b) GMAC consents to Dealer
selling and leasing such financed motor vehicles at retail in the ordinary
course of business (the "Routine Disposition of Vehicles"); and
WHEREAS, Dealer has requested the privilege of delaying payment of the Vehicle
Amount Financed in the limited instance where such financed motor vehicles are
sold by Dealer to a purchaser for whom both Dealer and GMAC have agreed to a
delayed payment period (the "Delayed Payment Privilege"); and
WHEREAS, Dealer and GMAC may have previously executed an Agreement for the
Delayed Payment Privilege for New Floor Plan Units, which the parties hereby
intend be superseded by this Agreement for all such transactions arising on or
after the effective date hereof; and
WHEREAS, Dealer and GMAC desire and intend hereby to retain, in full force and
effect, the validity, enforceability and relative priority of GMAC's security
interest in any and all such financed motor vehicles as are sold or leased by
Dealer pursuant to the Delayed Payment Privilege, notwithstanding GMAC's prior
consent to the Routine Disposition of Vehicles, unless and until GMAC receives
the Vehicle Amount Financed under the terms and conditions as hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises, the covenants herein set
forth, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, Dealer and GMAC hereby agree as
follows:
1. The aforementioned Wholesale Security Agreement and any and all
documents, plans, instruments or agreements relating, modifying, substituting
or attendant thereto, executed between Dealer and GMAC are hereby amended in
form and substance by inserting therein the following language as a separate
and distinct paragraph:
"Notwithstanding anything contained herein to the contrary, Dealer
(i.e., we) agree that GMAC's security interest in any and all
vehicles sold or leased, more than one Vehicle per individual
transaction, to a customer, and in which the full payment thereof
by cash or on a properly perfected retail installment contract or
other security agreement basis is not made contemporaneous with
the delivery of such Vehicles by Dealer (the "Delayed Payment
Vehicles"), shall remain in full force and effect in such Delayed
Payment Vehicles and shall not be relinquished, extinguished,
released or terminated as a consequence of such sale or release
unless and until the customer makes payment therefore directly to
GMAC or jointly to Dealer and GMAC. Moreover, Dealer is expressly
prohibited and shall not have any express, implied or apparent
authority to sell, lease, transfer or otherwise dispose of any
Delayed Payment Vehicles unless and until the express written
permission of GMAC is first obtained, and then such authority
shall be, in each and every instance, limited to the terms and
conditions of such permission; it being further agreed that the
terms of this paragraph shall not be altered, modified,
supplemented, qualified, waived or amended by reason of any
agreement (unless in writing executed by Dealer and GMAC), or by
the course of performance, course of dealing, or usage of trade by
Dealer and GMAC, of either of them.
2. Any previously executed Agreement for the Delayed Payment Privilege for
New Floor Plan Units between Dealer and GMAC is superseded by the terms and
conditions of this Agreement for all Delayed Payment Privilege transactions
arising on or after the effective date thereof.
3. Dealer shall advise GMAC of each and every potential transaction in
which Dealer requests GMAC to grant the Delayed Payment Privilege, and the
period of time for which the Delayed Payment Privilege is being requested.
Such request shall be made of GMAC in writing and on a form of the type and
kind provided by GMAC from time to time. GMAC's consent, if any, to the
request must be obtained prior to the sale, lease, transfer or delivery of any
vehicles proposed by Dealer to be disposed by the Delayed Payment Privilege
(the "Delayed Payment Privilege Vehicles").
4. GMAC's consent to the Dealer's request for disposition of Delayed
Payment Privilege Vehicles shall be further subject and contingent upon the
following additional terms and conditions:
(a) GMAC may, in its sole and exclusive discretion limit the number of
Vehicles, amount outstanding and terms and conditions for which the
Delayed Payment Privilege is requested by Dealer.
(b) GMAC may, in its sole and exclusive discretion withdraw, cancel, or
suspend the Delayed Payment Privilege at anytime and for any reason
upon a ten-day advance written notice and immediately if Dealer is in
default of any agreement which Dealer has with GMAC; provided,
however, that such withdrawal, cancellation or suspension shall not
affect the rights, interests and duties under this Agreement prior
thereto.
(c) Dealer shall complete, execute and deliver to GMAC, immediately upon
the delivery of Delayed Payment Privilege Vehicles, a form of the
type and kind provided by GMAC from time to time (the "Delivery
Schedule").
(d) Dealer shall immediately pay GMAC the Vehicle Amount Financed upon
the earliest of (i) demand by GMAC; or (ii) receipt of the amount due
from the disposition of each of the Delayed Payment Privilege
Vehicles; or (iii) the "Purchaser Payment Date" set forth on the
applicable Delivery Schedule.
(e) Dealer shall obtain from the person acquiring the Delayed Payment
Privilege Vehicle a duly authorized and executed acknowledgment from
the Purchaser confirming that the terms of sale include the
continuation of GMAC's security interest in the Delayed Payment
Privilege Vehicles. The acknowledgment shall be in writing and on a
form of the type and kind provided by GMAC from time to time, which
shall be delivered to GMAC prior to any sale, lease, transfer or
delivery of any Delayed Payment Privilege Vehicle to such person (the
"Acknowledgment of Purchaser").
(f) The grant and exercise of the Delayed Payment Privilege by Dealer
shall in no way extinguish, release or terminate GMAC's security
interest in the Delayed Payment Privilege Vehicles unless and until
the conditions described in the amending paragraph set forth in
paragraph 1 of this Agreement and the aforesaid Acknowledgment of
Purchaser are first fulfilled, which shall then and thereafter
continue in the proceeds thereof.
5. GMAC shall have no duty or obligation to examine, review or consider
the creditworthiness of any proposed or actual customer of Dealer for which
Dealer seeks GMAC's consent to the Delayed Payment Privilege and any such
examination, review or consideration by GMAC shall be for its sole and
exclusive use
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and purposes; the Dealer expressly agreeing that any receipt or reliance on
such information from GMAC would be gratuitous and unreasonable, respectively.
6. Dealer's obligation to pay GMAC for the Vehicle Amount Financed shall
be absolute, unconditional and primary, notwithstanding (a) GMAC consenting to
the Delayed Payment Privilege; or (b) default in the payment or acquisition
terms by the customer of the Dealer for Delayed Payment Privilege Vehicles, or
that of any of customer's surety, guarantor, co-obligor or lender; or (c)
rejection or revocation of acceptance of any Delayed Payment Privilege
Vehicles by such customer; or (d) the acceptance by GMAC of any assignment or
proceeds from any delayed Payment Privilege Vehicles; provided, however, that
nothing in this paragraph 6 is intended to permit payment to GMAC of any more
than the greaser of (i) the Vehicle Amounts Financed or (ii) the value of
GMAC's security interest in the Delayed Payment Privilege Vehicles.
7. Upon demand by GMAC, Dealer shall provide GMAC with an assignment of
all right, title and interest of the Dealer in and to the accounts, contract
rights, sale proceeds or any other interest Dealer may then or thereafter have
in the Delayed Payment Privilege Vehicle. Said assignment shall be for the
purpose of additional security only and shall be on a form of the type and
kind provided by GMAC from time to time.
8. GMAC may take such actions as it deems appropriate to assure and
enforce compliance with this Agreement, including requesting, for audit
purposes, verification from Dealer's customers the fact of delivery,
possession, and amount, date and circumstances of payment of any Delayed
Payment Privilege Vehicles, and the notification to appropriate persons of any
security interest, assignment or other claim in the Delayed Payment Privilege
Vehicles of GMAC.
In witness whereof the parties hereto execute this agreement the 3rd day of
September, 1992.
Xxxx Xxxx Chevrolet, Inc.
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(Dealer's Name)
GENERAL MOTORS ACCEPTANCE CORPORATION By:
-------------------------------
By: Its: President
------------------------------- ------------------------------
(Title)
Its:
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(Title)
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AMENDMENT TO WHOLESALE SECURITY AGREEMENT
This Amendment, dated as of the date below, amends the Wholesale Security
Agreement dated 4/02, 1981 between the undersigned Dealer and General Motors
Acceptance Corporation ("GMAC"), hereinafter the "Agreement."
Whereas, Dealer acquires certain used motor vehicles through auctions approved
by General Motors Corporation ("GM") or GMAC; and
Whereas, Dealer desires GMAC to finance the acquisition of such vehicles;
Now, therefore, Dealer and GMAC agree as follows:
Wherever the term "vehicles" appears in the Agreement, such term shall include
used motor vehicles Dealer acquires through auctions approved by GM or GMAC,
if the immediate prior owner of such vehicles was GM, GMAC, or an affiliate of
GM or GMAC ("Auction Vehicles"). Dealer agrees upon demand to pay to GMAC the
amount it advances or is obligated to advance for each vehicle at the rate per
annum designated by GMAC from time to time and then in force under the GMAC
Wholesale Plan.
The collateral subject to the Agreement, and in which Dealer grants GMAC a
security interest, shall include Auction Vehicles and all additions and
accessions thereto, and all proceeds, including insurance proceeds, now owned
or hereafter acquired, wherever such collateral is located.
Executed April 3, 1995.
Witness and Attest:
Xxxx Xxxx Chevrolet, Inc.
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Dealer's Name
GENERAL MOTORS ACCEPTANCE CORPORATION By:
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Title: Controller
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By: 0000 Xxxxxx Xxxxxx
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Address
Title: Asst. Sec.
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X.X. Xxx 0000, Xxxxxxxxxx, XX 00000
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Address
Amendment to Wholesale Security Agreement
This agreement, effective the date set forth below, amends the Wholesale
Security Agreement dated April 1, 1981, executed by and between the
undersigned dealer ("Dealer") and General Motors Acceptance Corporation
("GMAC"), and any other amendment thereto (the "Wholesale Security
Agreement").
RECITALS
Whereas, pursuant to the terms and conditions of the Wholesale Security
Agreement, GMAC has agreed to finance the purchase of new and used vehicles
which the Dealer acquires from manufacturers and distributors; and
Whereas, from time to time Dealer acquires new and used vehicles from other
sellers, including, without limitation, auctioneers, dealers, merchants,
customers, brokers, leasing and rental companies, and other suppliers (the
"Sellers") which vehicles Dealer desires GMAC to finance (the "Other
Vehicles").
Whereas, GMAC is willing to finance Dealer's acquisition of the "Other
Vehicles", pursuant to the terms and conditions of the Wholesale Security
Agreement and this amendment thereto.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, Dealer and GMAC agree as
follows:
1) The Wholesale Security Agreement is hereby amended so that the word
"vehicles" as used throughout the Wholesale Security Agreement, shall --
in addition to the description contained therein -- mean and include all
Other Vehicles which GMAC elects to finance for Dealer from time to time
(the "Other Vehicle Advances").
2) Upon request from GMAC, Dealer shall provide it with satisfactory evidence
of the identity, ownership, value, source, status, and other information
concerning the Other Vehicles in connection with Other Vehicle Advances,
including completion of the GMAC Floor Plan Advice Form (GMAC 178-1).
3) GMAC may deliver the proceeds from Other Vehicle Advances directly to
Dealer or Sellers.
4) For all intents and purposes, the Wholesale Security Agreement remains in
full force and effect, including, without limitation, that
a) Dealer agrees upon demand to pay to GMAC the amount it advances or is
obligated to advance for each of the Other Vehicles at a rate of
interest per annum designated by GMAC from time to time and then in
force; and
b) Any and all credit lines provided by GMAC to Dealer are expressly
subject to the written terms of the Wholesale Security Agreement,
including this amendment, and are discretionary in that they may be
modified, suspended or terminated at GMAC's election; and
c) To further secure all of the obligations which Dealer now or
hereafter owes to GMAC pursuant to the Wholesale Security Agreement,
Dealer grants to GMAC a security interest in each of the Other
Vehicles now owned or hereafter acquired by Dealer, and any and all
additions, replacements, substitutions and accessions pertaining
thereto, and the proceeds thereof.
IN WITNESS WHEREOF, GMAC and Dealer have caused this agreement to be executed
and delivered by its duly authorized representatives effective the 27 day of
9, 1996.
General Motors Acceptance Corporation Xxxx Xxxx Chevrolet, Inc.
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(Dealer's Name)
By: By:
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Its: Assistant Secretary Its:
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