Dual Subsidiary definition

Dual Subsidiary means a Subsidiary which (i) operates more than one franchised vehicle dealership and (ii) has entered into separate floorplan financing arrangements with either (A) more than one Silo Lender or (B) the Floorplan Lenders and at least one Silo Lender. The Dual Subsidiaries as of the Closing Date are set forth on Schedule 1.01B. The Company may designate other Subsidiaries as Dual Subsidiaries from time to time in accordance with Section 7.17.

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Dual Subsidiary means any Restricted Subsidiary that is a Floor Plan Borrower (other than a Ford Borrower) that enters into a separate floorplan financing arrangement with at least one Dual Subsidiary Lender and has been designated by the Company as a Dual Subsidiary in accordance with Section 9.19.

Dual Subsidiary means a Subsidiary which (i) operates at least one Specified Franchise, (ii) is obligated pursuant to Permitted Silo Indebtedness as permitted pursuant to the terms of this Agreement, (ii) operates at least one other franchise which is not a Specified Franchise and (iii) is a New Vehicle Borrower with respect to vehicles at its franchises that are not Specified Franchises, which such Subsidiaries and applicable Specified Franchises as of the Closing Date are set forth on Schedule 1.01D. The Company may designate other Subsidiaries as Dual Subsidiaries from time to time in accordance with Section 7.19.

Examples of Dual Subsidiary in a sentence

In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a Silo Subsidiary), Section 7.17 (in the case of a Dual Subsidiary), and Section 7.20.
In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a Silo Subsidiary), Section 7.17 (in the case of a Dual Subsidiary) and Section 7.20.
Upon satisfaction of the conditions set forth in this Section 9.19 with respect to the applicable designated Subsidiary, then such Subsidiary shall become a Dual Subsidiary under this Agreement.
If the Company designates a Subsidiary as a Dual Subsidiary in accordance with Section 6.19, then the Service Loaner Vehicle Floorplan Borrower shall repay each Service Loaner Vehicle Floorplan Loan and each Service Loaner Vehicle Swing Line Loan with respect to any Service Loaner Vehicle that is subsequently financed by Permitted Dual Subsidiary Indebtedness immediately upon the Dual Subsidiary Financing Commencement Date.
In the event that any Dual Subsidiary shall desire to cease being a Dual Subsidiary, the Company shall so notify the Agent in writing.
If the Company designates a Subsidiary as a Dual Subsidiary in accordance with Section 6.19, then the Used Vehicle Floorplan Borrower shall repay each Used Vehicle Floorplan Loan and each Used Vehicle Swing Line Loan with respect to any Used Vehicle that is subsequently financed by Permitted Dual Subsidiary Indebtedness immediately upon the Dual Subsidiary Financing Commencement Date.
Each Borrower shall not, and the Company shall not permit any Subsidiary to Guarantee or grant any Lien in favor of any Dual Subsidiary Lender in respect of Permitted Dual Subsidiary Indebtedness except for such Guarantees by and Liens granted by Dual Subsidiaries which receive Permitted Dual Subsidiary Indebtedness from such Dual Subsidiary Lender.
In addition, such Subsidiary shall also comply with Section 7.16 (in the case of a Silo Subsidiary) or Section 7.17 (in the case of a Dual Subsidiary).
If the Company terminates the designation of a Subsidiary as a “New Vehicle Floorplan Borrower” with respect to any Removed Franchise in accordance with Section 6.19, then the New Vehicle Floorplan Borrowers (jointly and severally) shall repay each New Vehicle Floorplan Loan and each New Vehicle Swing Line Loan with respect to any New Vehicle that is subsequently financed by Permitted Dual Subsidiary Indebtedness at such Removed Franchise immediately upon the Dual Subsidiary Financing Commencement Date.
For purposes of clarification, no Dealership (other than a Canadian Dealership, Dual Subsidiary, Silo Subsidiary or a Dealership that is financing its New Vehicles with the proceeds of Indebtedness permitted under Sections 13.10(o) or (s)) shall incur any indebtedness to finance New Vehicles, except for New Vehicle Floorplan Loans under this Agreement, without the consent of the Agent and the Lenders.

More Definitions of Dual Subsidiary

Dual Subsidiary means a Subsidiary which has entered into separate floorplan financing arrangements with at least one Dual Subsidiary Lender. The Dual Subsidiaries as of the Closing Date are set forth on Schedule 2. The Company may designate Subsidiaries as Dual Subsidiaries from time to time in accordance with Sections 6.19 and 13.16. “Dual Subsidiary Financing Commencement Date” means, with respect to any Dual Subsidiary, the date that such Dual Subsidiary begins to finance new Vehicles of any Removed Franchise, used and/or service loaner Vehicles through Permitted Dual Subsidiary Indebtedness as permitted by Sections 6.19 and 13.16. “Dual Subsidiary Lender” has the meaning set forth in the definition of “Permitted Dual Subsidiary Indebtedness”. “Early Opt-in Election” means the joint election by the Agent and the Company to trigger a fallback from the then-current Benchmark to the Benchmark Replacement, and a notification by the Agent to each of the other parties hereto of such election and the proposed Benchmark Replacement. “EBITDAR” has the meaning set forth in Section 11.1.2. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 13

Dual Subsidiary entitled to incur Permitted Dual Subsidiary Indebtedness pursuant to the terms of the Agreement at the time of such designation; (d) no Default or Event of Default then exists or will result therefrom. Following any such designation, such Subsidiary shall no longer be entitled to utilize the credit facilities provided for in Section 2 with respect to any Removed Franchise; (e) If the applicable Dual Subsidiary will finance any Used Vehicles with Permitted Dual Subsidiary Indebtedness or will ▇▇▇▇▇ ▇ ▇▇▇▇ in any Used Vehicle to a Dual Subsidiary Lender, the Company shall have provided to the Agent a Used Vehicle Loan Borrowing Base Certificate as of the date of and after giving effect to such designation of such Subsidiary as a Dual Subsidiary and deduction of all Used Vehicles of such Dual Subsidiary from the Used Vehicle Borrowing Base; (f) If the applicable Dual Subsidiary will finance any Service Loaner Vehicles with Permitted Dual Subsidiary Indebtedness or will ▇▇▇▇▇ ▇ ▇▇▇▇ in any Service Loaner Vehicle to a Dual Subsidiary Lender, the Company shall have provided to the Agent a Service Loaner Vehicle Borrowing Base Certificate as of the date of and after giving effect to such designation of such Subsidiary as a Dual Subsidiary and deduction of all Service Loaner Vehicles of such Dual Subsidiary from the Service Loaner Vehicle Borrowing Base; (g) the Company shall have provided to the Agent a Revolving Loan Borrowing Base Certificate as of the date of and after giving effect to such designation of such Subsidiary as a Dual Subsidiary and certifying that after giving effect to such designation the Revolving Loan Availability is not less than $1.00; (h) the Company shall have provided to the Agent a Compliance Certificate (prepared on a Pro Forma Basis as of the most recent date for which a Compliance Certificate was furnished to the Agent) signed by the Company’s chief financial officer or other officer acceptable to the Agent; (i)

Dual Subsidiary means a Subsidiary which has entered into separate floorplan financing arrangements with at least one Dual Subsidiary Lender. The Dual Subsidiaries as of 14 110393723.6 0063724-00082 115525625.4 0063724-00082

Dual Subsidiary entitled to incur Permitted Dual Subsidiary Indebtedness pursuant to the terms of the Agreement at the time of such redesignationdesignation; (d) no Default or Event of Default then exists or will result therefrom. Following any such redesignationdesignation, such Subsidiary shall no longer be entitled to utilize the credit facilities provided for in Section 2 with respect to any Removed Franchise; (e) If the applicable Dual Subsidiary will finance any Used Vehicles with Permitted Dual Subsidiary Indebtedness or will ▇▇▇▇▇ ▇ ▇▇▇▇ in any Used Vehicle to a Dual Subsidiary Lender, the Company shall have provided to the Agent a Used Vehicle Loan Borrowing Base Certificate as of the date of and after giving effect to such designation of such Subsidiary as a Dual Subsidiary and deduction of all Used Vehicles of such Dual Subsidiary from the Used Vehicle Borrowing Base; (f) If the applicable Dual Subsidiary will finance any Service Loaner Vehicles with Permitted Dual Subsidiary Indebtedness or will ▇▇▇▇▇ ▇ ▇▇▇▇ in any Service Loaner Vehicle to a Dual Subsidiary Lender, the Company shall have provided to the Agent a Service 109 110393723.6 0063724-00082 115525625.4 0063724-00082