Assignment of the Sale Agreement, Purchase and Sale Agreements and Dealer Agreements. Each Borrower hereby assigns to the extent of its interest therein, to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of such Borrower’s right, title and interest in and to, but none of its obligations under, the Sale Agreements, each Purchase and Sale Agreement (including all recourse obligations of the applicable Sellers), the Dealer Agreements (including all buyback obligations of the applicable Dealers) and any UCC financing statements filed under or in connection therewith with respect to the Receivables. In furtherance and not in limitation of the foregoing, each of the Borrowers hereby assigns to the Administrative Agent, for the benefit of the Secured Parties, its right to indemnification under the Sale Agreements and the Purchase and Sale Agreements with respect to the Receivables. The Borrowers confirm that (i) at any time during the continuance of an Event of Default and (ii) otherwise, upon written notice to the Borrowers and the Servicer by the Administrative Agent, the Administrative Agent, on behalf of the Secured Parties, shall have the sole right to enforce a Borrower’s rights and remedies under the Sale Agreements, the Purchase and Sale Agreements (including all recourse guaranty obligations of the Sellers) and the Dealer Agreements (including all buyback obligations of the applicable Dealers) with respect to the Receivables for the benefit of the Secured Parties.
