NOT ELECT TO WAIVE THE OBLIGATIONS OF THE BACKUP
SERVICER TO PERFORM THE DUTIES WHICH RENDER IT LEGALLY UNABLE TO ACT OR TO
DELEGATE THOSE DUTIES TO ANOTHER PERSON.
ANY SUCH DETERMINATION PERMITTING THE
RESIGNATION OF BACKUP SERVICER SHALL BE EVIDENCED BY AN OPINION OF COUNSEL TO
SUCH EFFECT DELIVERED AND ACCEPTABLE TO THE REQUIRED LENDERS.
NO RESIGNATION OF
THE BACKUP SERVICER SHALL BECOME EFFECTIVE UNTIL AN ENTITY ACCEPTABLE TO THE
REQUIRED LENDERS SHALL HAVE ASSUMED THE RESPONSIBILITIES AND OBLIGATIONS OF THE
BACKUP SERVICER; PROVIDED, HOWEVER, THAT IN THE EVENT A SUCCESSOR BACKUP
SERVICER IS NOT APPOINTED WITHIN 60 DAYS AFTER THE BACKUP SERVICER HAS GIVEN
NOTICE OF ITS RESIGNATION AS PERMITTED BY THIS SECTION 12.4, THE RESIGNATION OF
THE BACKUP SERVICER SHALL BECOME EFFECTIVE.
GRANT OF SECURITY INTEREST
BORROWER'S GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE PROMPT PAYMENT OR
PERFORMANCE IN FULL WHEN DUE, WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE, OF ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ADVANCES, YIELD
AND OTHER AMOUNTS AT ANY TIME OWING HEREUNDER), THE BORROWER HEREBY ASSIGNS AND
PLEDGES TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, AND
GRANTS TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A
SECURITY INTEREST IN AND LIEN UPON, ALL OF THE BORROWER'S RIGHT, TITLE AND
INTEREST IN AND TO THE FOLLOWING, IN EACH CASE WHETHER NOW OR HEREAFTER EXISTING
OR IN WHICH BORROWER NOW HAS OR HEREAFTER ACQUIRES AN INTEREST AND WHEREVER THE
SAME MAY BE LOCATED (COLLECTIVELY, THE "BORROWER COLLATERAL"):
ALL RECEIVABLES COLLATERAL;
THE SALE AND SERVICING AGREEMENT AND ALL OTHER DOCUMENTS NOW OR HEREAFTER IN
EFFECT TO THE EXTENT THEY RELATE TO THE PURCHASE, SERVICING OR PROCESSING OF
TRANSFERRED RECEIVABLES OR TRANSFERRED DEALER TRANSACTION RIGHTS, INCLUDING THE
RIGHT TO RECEIVE DEALER RECOURSE PAYMENTS PURSUANT TO THE DEALER PURCHASE
AGREEMENTS TO THE EXTENT PERMITTED UNDER THE SALE AND SERVICING AGREEMENT
(COLLECTIVELY, THE "BORROWER ASSIGNED AGREEMENTS"), INCLUDING (I) ALL RIGHTS OF
THE BORROWER TO RECEIVE MONEYS DUE AND TO BECOME DUE UNDER OR PURSUANT TO THE
BORROWER ASSIGNED AGREEMENTS, (II) ALL RIGHTS OF THE BORROWER TO RECEIVE
PROCEEDS OF ANY INSURANCE, INDEMNITY, WARRANTY OR GUARANTY WITH RESPECT TO THE
BORROWER ASSIGNED AGREEMENTS, (III) THE BORROWER'S RIGHT OF FORECLOSURE AS
LIENHOLDER OF THE FINANCED VEHICLES UNDERLYING THE CONTRACTS, (IV) CLAIMS OF THE
BORROWER FOR DAMAGES ARISING OUT OF OR FOR BREACH OF OR DEFAULT UNDER THE
BORROWER ASSIGNED AGREEMENTS, AND (V) THE RIGHT OF THE BORROWER TO AMEND, WAIVE
OR TERMINATE THE BORROWER ASSIGNED AGREEMENTS, TO PERFORM UNDER THE BORROWER
ASSIGNED AGREEMENTS AND TO COMPEL PERFORMANCE AND OTHERWISE EXERCISE ALL
REMEDIES AND RIGHTS UNDER THE BORROWER ASSIGNED AGREEMENTS;
40
ALL OF THE FOLLOWING (THE "BORROWER ACCOUNT COLLATERAL"):
the Collection Account, all funds held in the Collection Account, and all
certificates and instruments, if any, from time to time representing or
evidencing the Collection Account or such funds,
the Cap Funding Reserve Account, all funds held in the Cap Funding Reserve
Account, and all certificates and instruments, if any, from time to