Agreements of the Purchaser with respect to Common Collateral. The Purchaser agrees that with respect to the Receivables of each Dealer: (i) the Purchaser’s security interest in any Common Collateral that is not Vehicle Collateral Security (and the proceeds thereof) in connection with such Receivables assigned to the Purchaser hereunder is subordinate to the security interest therein in connection with any Other Indebtedness; (ii) the Purchaser (or the Servicer on its behalf) shall not apply the proceeds of any such Common Collateral that is not Vehicle Collateral Security in connection with any such Receivables in any manner that is materially adverse to GMAC until all required payments in respect of such Other Indebtedness have been made; and (iii) in realizing upon any such Common Collateral that is not Vehicle Collateral Security in connection with such Other Indebtedness, GMAC shall not be obligated to protect or preserve the rights of the Purchaser or the Issuer in such Collateral Security.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Wholesale Auto Receivables Corp), Pooling and Servicing Agreement (Superior Wholesale Inventory Financing Trust Xi), Pooling and Servicing Agreement (Superior Wholesale Inventory Financing Trust Xii)
Agreements of the Purchaser with respect to Common Collateral. The Purchaser agrees that with respect to the Receivables of each Dealer:
(i) the Purchaser’s security interest in any Common Collateral that is not Vehicle Collateral Security (and the proceeds thereof) in connection with such Receivables assigned to the Purchaser hereunder is subordinate to the security interest therein in connection with any Other Indebtedness;
(ii) the Purchaser (or the Servicer on its behalf) shall not apply the proceeds of any such Common Collateral that is not Vehicle Collateral Security in connection with any such Receivables in any manner that is materially adverse to GMAC until all required payments in respect of such Other Indebtedness have been made; and
(iii) in realizing upon any such Common Collateral that is not Vehicle Collateral Security in connection with such Other Indebtedness, GMAC shall not be obligated to protect or preserve the rights of the Purchaser or the Issuer Issuing Entity in such Collateral Security.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Superior Wholesale Inventory Financing Trust 2007-Ae-1), Pooling and Servicing Agreement (Wholesale Auto Receivables Corp)
Agreements of the Purchaser with respect to Common Collateral. The Purchaser agrees that with respect to the Receivables of each Dealer:
(i) the Purchaser’s 's security interest in any Common Collateral that is not Vehicle Collateral Security (and the proceeds thereof) in connection with such Receivables assigned to the Purchaser hereunder is subordinate to the security interest therein in connection with any Other Indebtedness;
(ii) the Purchaser (or the Servicer on its behalf) shall not apply the proceeds of any such Common Collateral that is not Vehicle Collateral Security in connection with any such Receivables in any manner that is materially adverse to GMAC until all required payments in respect of such Other Indebtedness have been made; andand p&s.form.01.wpd - 19 -
(iii) in realizing upon any such Common Collateral that is not Vehicle Collateral Security in connection with such Other Indebtedness, GMAC shall not be obligated to protect or preserve the rights of the Purchaser or the Issuer in such Collateral Security.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wholesale Auto Receivables Corp)