OR SUCH SIMILAR ENTITY IN CONNECTION WITH THE
APPLICABLE TAKE-OUT SECURITIZATION OR, IN CONNECTION WITH THE PURCHASE BY THE
SERVICER, CAR OR THE SELLER OF A TRANSFERRED DEALER TRANSACTION RIGHT PURSUANT
TO THE SALE AND SERVICING AGREEMENT, THE SERVICER; PROVIDED THAT THE TRUSTEE OR
SUCH SIMILAR ENTITY IN CONNECTION WITH THE THIRD PARTY SECURITIZATION (INCLUDING
ANY TAKE-OUT SECURITIZATION) OR THE SERVICER OR THE BORROWER, AS THE CASE MAY
BE, ACKNOWLEDGES AND AGREES (I) THAT ALL PROCEEDS THEREOF THAT IT RECEIVES FROM
SUCH SALE ARE HELD IN TRUST FOR THE SECURED PARTIES AND (II) THAT IT SHALL
TRANSFER SUCH FUNDS TO THE ADMINISTRATIVE AGENT FOR DEPOSIT IN THE COLLECTION
ACCOUNT.
THE FOREGOING NOTWITHSTANDING, UPON THE DEPOSIT INTO THE COLLECTION
ACCOUNT OF ALL AMOUNTS REQUIRED TO EFFECT A FULL PAYMENT OR PREPAYMENT BY AN
OBLIGOR OF A TRANSFERRED DEALER TRANSACTION RIGHT, THE SECURITY INTEREST OF THE
COLLATERAL AGENT IN THAT TRANSFERRED DEALER TRANSACTION RIGHT AND ANY RIGHTS TO
PAYMENT IN RESPECT OF THE RELATED RECEIVABLES SHALL BE AUTOMATICALLY DEEMED
RELEASED.
43
EXPENSES.
IT IS UNDERSTOOD THAT THE COLLATERAL AGENT SHALL BE ENTITLED TO
RECEIVE REIMBURSEMENT FOR ITS REASONABLE, OUT-OF-POCKET, COSTS AND EXPENSES AND
SUCH REIMBURSEMENT OBLIGATION SHALL BE PAYABLE BY THE BORROWER TO THE EXTENT
FUNDS ARE AVAILABLE THEREFOR UNDER SECTION 9.5 HEREOF AND OTHERWISE BY CAR.
REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT.
THE COLLATERAL AGENT
REPRESENTS AND WARRANTS AS OF THE DATE HEREOF THAT:
IT IS A NATIONAL BANKING ASSOCIATION VALIDLY EXISTING AND IN GOOD STANDING UNDER
THE LAWS OF THE UNITED STATES OF AMERICA;
IT HAS FULL POWER, AUTHORITY AND LEGAL RIGHT TO EXECUTE, DELIVER AND PERFORM
THIS AGREEMENT AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE BY IT OF THIS AGREEMENT; AND
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY IT AND CONSTITUTES ITS
LEGAL, VALID AND BINDING AGREEMENT, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY REORGANIZATION
OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY
AND BY GENERAL PRINCIPLES OF EQUITY.
CERTAIN REMEDIES.
SUBJECT TO THE PROVISIONS OF SECTION 13.9 HEREOF, THE COLLATERAL AGENT SHALL, AT
THE WRITTEN DIRECTION OF THE REQUIRED LENDERS, PROCEED TO PROTECT AND ENFORCE
ITS RIGHTS AND THE RIGHTS OF THE SECURED PARTIES BY SUCH APPROPRIATE PROCEEDINGS
AS THE REQUIRED LENDERS SHALL DEEM NECESSARY TO PROTECT AND ENFORCE ANY SUCH
RIGHTS, WHETHER FOR THE SPECIFIC ENFORCEMENT OF ANY COVENANT OR AGREEMENT IN ANY
TRANSACTION DOCUMENT OR IN AND OF THE EXERCISE OF ANY POWER GRANTED HEREIN, OR
TO ENFORCE ANY OTHER PROPER REMEDY OR LEGAL OR EQUITABLE RIGHT VESTED IN THE
COLLATERAL AGENT BY ANY TRANSACTION DOCUMENT OR BY LAW.
IN CASE THERE SHALL BE PENDING, RELATIVE TO THE BORROWER OR ANY OTHER OBLIGOR
UPON THE NOTES OR ANY PERSON HAVING OR CLAIMING AN OWNERSHIP INTEREST IN THE
BORROWER COLLATERAL, PROCEEDINGS UNDER THE BANKRUPTCY CODE OR ANY OTHER
APPLICABLE FEDERAL OR STATE BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR LAW, OR IN
CASE A RECEIVER, ASSIGNEE OR TRUSTEE