Common use of Nonfloorplan Agreements Between Seller and Dealer Clause in Contracts

Nonfloorplan Agreements Between Seller and Dealer. (a) With respect to a Dealer that is the obligor under Sold Receivables, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan Financing Agreement pursuant to which the Seller has been granted a Lien in the same Vehicle in which the Floorplan Financing Agreement for such Dealer creates a Lien. (b) The Seller agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in any Vehicle granted to the Seller pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Vehicle or exercise its rights under such agreement or arrangement in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such Vehicle until all required payments in respect of such Sold Receivable under the Floorplan Financing Agreement have been paid and (iii) in realizing upon such Vehicle, neither the Buyer nor the Issuer will have any obligation to protect or preserve the rights of the Seller in such Vehicle. (c) The Buyer agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in collateral other than the related Vehicle created by the Floorplan Financing Agreement and assigned to the Buyer is junior and subordinate to the Lien in such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreement, (ii) the Buyer has no legal right to realize upon such non-Vehicle collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the obligation created or secured by such agreement or arrangement have been made and (iii) in realizing on such non-Vehicle collateral, the Seller has no obligation to protect or preserve the rights of the Buyer or the Issuer in such non-Vehicle collateral. The Sale and Servicing Agreement will provide that the Issuer is subject to the preceding sentence. (d) If the Seller assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.

Nonfloorplan Agreements Between Seller and Dealer. (a) With respect to a Dealer that is the obligor under Sold ReceivablesReceivables that have been or will be sold to the Buyer hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement (a "Nonfloorplan Agreement") other than a Floorplan Financing Agreement pursuant to which the Seller (either directly, or as assignee of the originator of the Account) has been granted a Lien security interest in the same Vehicle collateral (the "Common Collateral") in which the Floorplan Financing Agreement for such Dealer creates a Liensecurity interest, which Common Collateral may include the same Vehicle (the "Common Vehicle Collateral") in which such Floorplan Financing Agreement creates a security interest. The Common Collateral other than the related Common Vehicle Collateral is referred to herein as the "Common Non-Vehicle Collateral." (b) The Seller agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien security interest in any such Common Vehicle Collateral granted to the Seller pursuant to any agreement or arrangement other than a Floorplan Financing Nonfloorplan Agreement is junior and subordinate to the Lien security interest created in such Vehicle by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Common Vehicle Collateral or exercise its rights under such agreement or arrangement the Nonfloorplan Agreement in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such the Common Vehicle Collateral until all required payments in respect of such Sold Receivable under the Floorplan Financing Agreement have been paid and (iii) in realizing upon such VehicleCommon Vehicle Collateral, neither the Buyer nor the Issuer will have any obligation to protect or preserve the rights of the Seller in such VehicleCommon Vehicle Collateral. (c) The Buyer agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien security interest in collateral other than the related such Common Non-Vehicle Collateral created by the Floorplan Financing Agreement and hereby assigned to the Buyer is junior and subordinate to the Lien in such non-Vehicle collateral security interest therein created by any agreement or arrangement other than a Floorplan Financing the Nonfloorplan Agreement, (ii) the Buyer has no legal right to realize upon such nonCommon Non-Vehicle collateral Collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the obligation created or secured by such agreement or arrangement the Nonfloorplan Agreement have been made and (iii) in realizing on such nonCommon Non-Vehicle collateralCollateral, the Seller has no obligation to protect or preserve the rights of the Buyer or the Issuer in such non-Vehicle collateral. The Sale and Servicing Agreement will provide that the Issuer is subject to the preceding sentence. (d) If the Seller assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.Common Non-

Nonfloorplan Agreements Between Seller and Dealer. (a) With respect to a any Dealer that is the obligor under Sold ReceivablesReceivables that have been or will be sold to the Buyer hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan Financing Nonfloorplan Agreement pursuant to which the Seller (either directly, or as assignee of the originator of the Account) has been or may be granted a Lien security interest in Common Collateral, which Common Collateral may include the same Vehicle, accounts, chattel paper, promissory notes, money and other proceeds (including insurance proceeds) thereof, security deposits and other restricted balances in connection with the related Floorplan Financing Agreement, such Dealer's rights under the related Sales and Service Agreement and personal guarantees (collectively, the "Common Vehicle Collateral") in which the such Floorplan Financing Agreement for such Dealer creates a Liensecurity interest. The Common Collateral other than the related Common Vehicle Collateral is referred to herein as the "Common Non-Vehicle Collateral." (b) The Seller hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereafter acquire from time to time in, to or under any and all Common Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Buyer or any other Person, at all times be subordinate and junior in priority to any security interest in the Common Vehicle granted Collateral created from time to the Seller time pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing AgreementAgreements (and the Seller hereby agrees to take such further actions as the Buyer, the Issuer or the Indenture Trustee may reasonably request to more fully effectuate such subordination), (ii) the Seller has no legal right to it shall not foreclose or otherwise realize upon such any Common Vehicle Collateral (except in its capacity as Servicer, acting for the benefit of the Noteholders and any Series Enhancers) or exercise its rights under such agreement any Nonfloorplan Agreement (or arrangement otherwise) with respect to any Common Vehicle Collateral (including, without limitation, by way of setoff against any deposit or other amount at any time owing by Seller to the related Dealer), in each case, in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such Vehicle Noteholders, until all scheduled or required payments in respect of such Sold Receivable the Receivables under the related Floorplan Financing Agreement Agreement(s) have been paid in full and (iii) in realizing upon such VehicleCommon Vehicle Collateral, neither the Buyer Buyer, the Issuer nor the Issuer will have Indenture Trustee has any obligation to notify the Seller or to protect or preserve the rights of the Seller in such VehicleCommon Vehicle Collateral (and, without limiting the generality of the foregoing, the Buyer, the Issuer and the Indenture Trustee may liquidate or otherwise deal with the Common Vehicle Collateral as it or they deem appropriate). Buyer agrees that if another creditor of a Dealer has a security interest in any Common Non-Vehicle Collateral, such security interest may be senior to the interest therein of the Buyer and Seller has no obligation whatsoever to attempt to remove or challenge or satisfy such other security interest in any manner or to limit in any way the exercise of remedies by such other creditor with respect thereto, and is not responsible for replacing any such Common Non-Vehicle Collateral or for any shortfalls or loss, claims or damages relating to or resulting therefrom whatsoever. (c) The Buyer hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereinafter acquire from time to time in, to or under any and all Common Non-Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Buyer or any other Person, at all times be subordinate and junior in collateral other than priority to any security interest in the Common Non-Vehicle Collateral created from time to time pursuant to the related Vehicle created by the Floorplan Financing Agreement Nonfloorplan Agreements (and assigned to the Buyer is junior and subordinate hereby agrees to take such further actions as the Lien in Seller may reasonably request to more fully effectuate such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreementsubordination), (ii) the Buyer has no legal right to it shall not foreclose or otherwise realize upon such nonany Common Non-Vehicle collateral Collateral or exercise its rights under the any Floorplan Financing Agreement (or otherwise) with respect to any Common Non-Vehicle Collateral, in each case, in any manner that is materially adverse to the Seller Seller, until all scheduled or required payments in respect of the obligation obligations created or secured by such agreement or arrangement the Nonfloorplan Agreement(s) have been made paid in full and (iii) in realizing on such nonCommon Non-Vehicle collateralCollateral, the Seller has no obligation to notify the Buyer, the Issuer or the Indenture Trustee or to protect or preserve the rights of the Buyer Buyer, the Issuer or the Issuer Indenture Trustee in such nonCommon Non-Vehicle collateralCollateral (and, without limiting the generality of the foregoing, the Seller may liquidate or otherwise deal with the Common Vehicle Collateral as it deems appropriate). The Sale Transfer and Servicing Agreement will provide that the Issuer is subject to the preceding sentence. (d) If the Seller in any manner assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Nonfloorplan Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.

Nonfloorplan Agreements Between Seller and Dealer. (a) With respect to a any Dealer that is the obligor under Sold ReceivablesReceivables that have been or will be sold to the Buyer hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan Financing Nonfloorplan Agreement pursuant to which the Seller (either directly, or as assignee of the originator of the Account) has been or may be granted a Lien security interest in Common Collateral, which Common Collateral may include the same Vehicle, accounts, chattel paper, promissory notes, money and other proceeds (including insurance proceeds) thereof, security deposits and other restricted or cash management account balances in connection with the related Floorplan Financing Agreement, such Dealer's rights under the related Sales and Service Agreement and personal guarantees (collectively, the "Common Vehicle Collateral") in which the such Floorplan Financing Agreement for such Dealer creates a Liensecurity interest. The Common Collateral other than the related Common Vehicle Collateral is referred to herein as the "Common Non-Vehicle Collateral." (b) The Seller hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereafter acquire from time to time in, to or under any and all Common Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Buyer or any other Person, at all times be subordinate and junior in priority to any security interest in the Common Vehicle granted Collateral created from time to the Seller time pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing AgreementAgreements (and the Seller hereby agrees to take such further actions as the Buyer, the Issuer or the Indenture Trustee may reasonably request to more fully effectuate such subordination), (ii) the Seller has no legal right to it shall not foreclose or otherwise realize upon such any Common Vehicle Collateral (except in its capacity as Servicer, acting for the benefit of the Noteholders and any Series Enhancers) or exercise its rights under such agreement any Nonfloorplan Agreement (or arrangement otherwise) with respect to any Common Vehicle Collateral (including, without limitation, by way of setoff against any deposit or other amount at any time owing by Seller to the related Dealer), in each case, in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such Vehicle Noteholders, until all scheduled or required payments in respect of such Sold Receivable the Receivables under the related Floorplan Financing Agreement Agreement(s) have been paid in full and (iii) in realizing upon such VehicleCommon Vehicle Collateral, neither the Buyer Buyer, the Issuer nor the Issuer will have Indenture Trustee has any obligation to notify the Seller or to protect or preserve the rights of the Seller in such VehicleCommon Vehicle Collateral (and, without limiting the generality of the foregoing, the Buyer, the Issuer and the Indenture Trustee may liquidate or otherwise deal with the Common Vehicle Collateral as it or they deem appropriate). Buyer agrees that if another creditor of a Dealer has a security interest in any Common Non-Vehicle Collateral, such security interest may be senior to the interest therein of the Buyer and Seller has no obligation whatsoever to attempt to remove or challenge or satisfy such other security interest in any manner or to limit in any way the exercise of remedies by such other creditor with respect thereto, and is not responsible for replacing any such Common Non-Vehicle Collateral or for any shortfalls or loss, claims or damages relating to or resulting therefrom whatsoever. (c) The Buyer hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereinafter acquire from time to time in, to or under any and all Common Non-Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Buyer or any other Person, at all times be subordinate and junior in collateral other than priority to any security interest in the Common Non-Vehicle Collateral created from time to time pursuant to the related Vehicle created by the Floorplan Financing Agreement Nonfloorplan Agreements (and assigned to the Buyer is junior and subordinate hereby agrees to take such further actions as the Lien in Seller may reasonably request to more fully effectuate such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreementsubordination), (ii) the Buyer has no legal right to it shall not foreclose or otherwise realize upon such nonany Common Non-Vehicle collateral Collateral or exercise its rights under the any Floorplan Financing Agreement (or otherwise) with respect to any Common Non-Vehicle Collateral, in each case, in any manner that is materially adverse to the Seller Seller, until all scheduled or required payments in respect of the obligation obligations created or secured by such agreement or arrangement the Nonfloorplan Agreement(s) have been made paid in full and (iii) in realizing on such nonCommon Non-Vehicle collateralCollateral, the Seller has no obligation to notify the Buyer, the Issuer or the Indenture Trustee or to protect or preserve the rights of the Buyer Buyer, the Issuer or the Issuer Indenture Trustee in such nonCommon Non-Vehicle collateralCollateral (and, without limiting the generality of the foregoing, the Seller may liquidate or otherwise deal with the Common Vehicle Collateral as it deems appropriate). The Sale Transfer and Servicing Agreement will provide that the Issuer is subject to the preceding sentence. (d) If the Seller in any manner assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Nonfloorplan Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.

Nonfloorplan Agreements Between Seller and Dealer. (a) With respect to a any Dealer that is the obligor under Sold ReceivablesReceivables that have been or will be sold to the Purchaser hereunder, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan Financing Nonfloorplan Agreement pursuant to which the Seller (either directly, or as assignee of the originator of the Account) has been or may be granted a Lien security interest in the same Common Collateral, which Common Collateral may include Common Vehicle in which the Floorplan Financing Agreement for such Dealer creates a LienCollateral. (b) The Seller hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereafter acquire from time to time in, to or under any and all Common Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Purchaser or any other Person, at all times be subordinate and junior in priority to any security interest in the Common Vehicle granted Collateral created from time to the Seller time pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing AgreementAgreements (and the Seller hereby agrees to take such further actions as the Purchaser, the Issuer or the Indenture Trustee may reasonably request to more fully effectuate such subordination), (ii) the Seller has no legal right to it shall not foreclose or otherwise realize upon such any Common Vehicle Collateral (except in its capacity as Servicer, acting for the benefit of the Issuer and the Noteholders) or exercise its rights under such agreement any Nonfloorplan Agreement (or arrangement otherwise) with respect to any Common Vehicle Collateral (including, without limitation, by way of setoff against any deposit or other amount at any time owing by the Seller to the related Dealer), in each case, in any manner that is materially adverse to the BuyerPurchaser, the Issuer or the Noteholders in respect of such Vehicle Noteholders, until all scheduled or required payments in respect of such Sold Receivable the Receivables under the related Floorplan Financing Agreement Agreement(s) have been paid in full and (iii) in realizing upon such VehicleCommon Vehicle Collateral, neither the Buyer Purchaser, the Issuer nor the Issuer will have Indenture Trustee has any obligation to notify the Seller or to protect or preserve the rights of the Seller in such VehicleCommon Vehicle Collateral (and, without limiting the generality of the foregoing, the Purchaser, the Issuer and the Indenture Trustee may liquidate or otherwise deal with the Common Vehicle Collateral as it or they deem appropriate in accordance with the Indenture and the other Basic Documents). The Purchaser agrees that if another creditor of a Dealer has a security interest in any Common Non-Vehicle Collateral, such security interest may be senior to the interest therein of the Purchaser and the Seller has no obligation whatsoever to attempt to remove or challenge or satisfy such other security interest in any manner or to limit in any way the exercise of remedies by such other creditor with respect thereto, and is not responsible for replacing any such Common Non-Vehicle Collateral or for any shortfalls or loss, claims or damages relating to or resulting therefrom whatsoever. (c) The Buyer Purchaser hereby agrees that with respect to each Sold Receivable of each such Dealer (i) any security interest it now has or may hereinafter acquire from time to time in, to or under any and all Common Non-Vehicle Collateral (whether now existing or hereafter arising) shall, without further action by the Lien Seller, the Purchaser or any other Person, at all times be subordinate and junior in collateral other than priority to any security interest in the Common Non-Vehicle Collateral created from time to time pursuant to the related Vehicle created by Nonfloorplan Agreements (and the Floorplan Financing Agreement and assigned Purchaser hereby agrees to take such further actions as the Buyer is junior and subordinate Seller may reasonably request to the Lien in more fully effectuate such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreementsubordination), (ii) the Buyer has no legal right to it shall not foreclose or otherwise realize upon such nonany Common Non-Vehicle collateral Collateral or exercise its rights under the any Floorplan Financing Agreement (or otherwise) with respect to any Common Non-Vehicle Collateral, in each case, in any manner that is materially adverse to the Seller Seller, until all scheduled or required payments in respect of the obligation obligations created or secured by such agreement or arrangement the Nonfloorplan Agreement(s) have been made paid in full and (iii) in realizing on such nonCommon Non-Vehicle collateralCollateral, the Seller has no obligation to notify the Purchaser, the Issuer or the Indenture Trustee or to protect or preserve the rights of the Buyer Purchaser, the Issuer or the Issuer Indenture Trustee in such nonCommon Non-Vehicle collateralCollateral (and, without limiting the generality of the foregoing, the Seller may liquidate or otherwise deal with the Common Non-Vehicle Collateral as it deems appropriate). The Sale Transfer and Servicing Agreement will provide that the Issuer is subject to the preceding sentence. (d) If the Seller in any manner assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Nonfloorplan Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.