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Cross Default And Cross Collateralization Agreement

This is an actual contract by Cross Continent Auto Retailers.

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Sectors: Specialty Retail
Governing Law: Oklahoma, View Oklahoma State Laws
Effective Date: January 01, 1996
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CROSS DEFAULT AND CROSS COLLATERALIZATION AGREEMENT


THIS AGREEMENT dated this _____ day of __________, 1996, is entered into by GENERAL MOTORS ACCEPTANCE CORPORATION, a New York Corporation, (hereinafter referred to as "GMAC"), on the one hand, and PERFORMANCE NISSAN, INC., an Oklahoma Corporation; PERFORMANCE DODGE, INC., an Oklahoma Corporation; MIDWAY CHEVROLET, INC., a Texas Corporation, PLAINS CHEVROLET, INC., a Texas Corporation; QUALITY NISSAN INC., a Texas Corporation and WESTGATE CHEVROLET, INC., a Texas Corporation, on the other hand (collectively referred to herein "BORROWERS").


W I T N E S S E T H


WHEREAS BORROWER have requested that GMAC extend to them a line of credit in the maximum aggregate amount of FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,500,000.00), comprised of the following individual credit lines of the Borrowers:


PERFORMANCE NISSAN, INC.,
an Oklahoma Corporation................................. $2,500,000.00


PERFORMANCE DODGE, INC.,
an Oklahoma Corporation................................. $3,000,000.00


MIDWAY CHEVROLET, INC.,
a Texas Corporation..................................... $2,500,000.00


PLAINS CHEVROLET, INC.,
a Texas Corporation..................................... $3,000,000.00


QUALITY NISSAN, INC.,
a Texas Corporation..................................... $2,000,000.00


WESTGATE CHEVROLET, INC.,
a Texas Corporation..................................... $2,500,000.00


as evidenced by loan documents including six (6) Used Vehicle Wholesale Borrowing Base Credit Line Agreements ("BBCL"), six (6) Promissory Notes in the aggregate amount of FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,500,000.00) and six (6) Security Agreements covering personal property (all of the aforementioned documents collectively referred to as the "loan documents"); and


WHEREAS GMAC may hereafter make additional loans, advances, and other extensions of credit to BORROWERS; and


WHEREAS GMAC is willing to extend credit to BORROWERS if BORROWERS agree to provide additional security by cross default and cross collateralizing all of said existing, proposed, and future loans, adances, or extensions of credit to them individually and/or collectively; and


WHEREAS it is the intention of BORROWERS and GMAC that all collateral in which GMAC now has or may hereafter obtain a lien on or security in from any and/or all of Borrowers shall secure payment and performance of all loans, advances, and other extensions of credit now or hereafter made by GMAC to any and/or all of BORROWERS:


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, including the inducement of GMAC, in its sole discretion, to extend credit to BORROWERS, IT IS AGREED as follows:


(1) DEFINITIONS: As used in this Agreement, the terms listed below shall have the following meaning:


(a) Obligation shall mean any liability, indebtedness, or obligation of
BORROWERS, either individually and/or collectively, to GMAC of every kind
and nature, now existing or hereafter arising, whether created directly or
acquired by assignment, whether matured or unmatured, and any costs or
expense, including including reasonable attorneys' fees incurred in the
collection or enforcement of any such obligation;


(b) Security Agreement shall mean any existing or future agreement between
BORROWERS, individually and/or collectively, and GMAC which creates or
provides for a security interest in or lien upon any of the assets or
property (tangible or intangible, real or personal) of BORROWERS,
including but not limited to security agreements, deed of trust,
mortgages, and wholesale floorplan agreements.


(2) CROSS-COLLATERALIZATION: All collateral now or hereafter su
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