THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY, CONVEYING GOOD
TITLE THERETO FREE AND CLEAR OF ANY LIENS, FROM SELLER TO PURCHASER, AND THAT
THE RECEIVABLES AND THE OTHER CONVEYED PROPERTY SHALL NOT BE A PART OF SELLER'S
ESTATES IN THE EVENT OF THE BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY
OR LIQUIDATION PROCEEDING, OR OTHER PROCEEDING UNDER ANY FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW, OR THE OCCURRENCE OF ANOTHER SIMILAR EVENT, OF, OR
WITH RESPECT TO SELLER.
IN THE EVENT THAT SUCH CONVEYANCE IS DETERMINED TO BE
MADE AS SECURITY FOR A LOAN MADE BY PURCHASER, THE ISSUER, THE NOTEHOLDERS OR
THE CERTIFICATEHOLDER TO SELLER, THE PARTIES INTEND THAT SELLER SHALL HAVE
GRANTED TO PURCHASER A SECURITY INTEREST IN ALL OF SELLER'S RIGHT, TITLE AND
INTEREST IN AND TO (COLLECTIVELY, THE "COLLATERAL"):
(1)
THE RECEIVABLES AND ALL MONEYS RECEIVED THEREON AFTER THE CUTOFF
DATE,
(2)
THE OTHER CONVEYED PROPERTY CONVEYED TO PURCHASER BY SELLER
PURSUANT TO THIS AGREEMENT INCLUDING (A) AN ASSIGNMENT OF THE SECURITY INTERESTS
IN THE FINANCED VEHICLES GRANTED BY OBLIGORS PURSUANT TO THE RECEIVABLES AND ANY
OTHER INTEREST OF THE SELLER IN SUCH FINANCED VEHICLES, (B) ANY PROCEEDS AND THE
RIGHT TO RECEIVE ANY PROCEEDS WITH RESPECT TO THE RECEIVABLES FROM CLAIMS ON ANY
PHYSICAL DAMAGE, CREDIT LIFE OR DISABILITY INSURANCE POLICIES COVERING FINANCED
VEHICLES OR OBLIGORS AND ANY PROCEEDS FROM THE LIQUIDATION OF THE RECEIVABLES,
(C) ANY PROCEEDS FROM ANY RECEIVABLE REPURCHASED BY A DEALER, PURSUANT TO A
DEALER AGREEMENT, AS A RESULT OF A BREACH OF REPRESENTATION OR WARRANTY IN THE
RELATED DEALER AGREEMENT, (D) ANY PROCEEDS FROM ANY RECEIVABLE REPURCHASED BY A
THIRD-PARTY LENDER, PURSUANT TO AN AUTO LOAN PURCHASE AND SALE AGREEMENT, AS A
RESULT OF A BREACH OF REPRESENTATION OR WARRANTY IN THE RELATED AUTO LOAN
PURCHASE AND SALE AGREEMENT, (E) ALL RIGHTS UNDER ANY SERVICE CONTRACTS ON THE
RELATED FINANCED VEHICLES, (F) THE RELATED RECEIVABLES FILES AND (G) THE
PROCEEDS OF ANY AND ALL OF THE FOREGOING,
(3)
ALL OF THE SELLER'S (A) ACCOUNTS, (B) CHATTEL PAPER, (C)
DOCUMENTS, (D) INSTRUMENTS, AND (E) GENERAL INTANGIBLES (AS SUCH TERMS ARE
DEFINED IN THE APPLICABLE UCC) RELATING TO THE PROPERTY DESCRIBED IN ITEMS (1)
AND (2), AND
(4)
ALL PROCEEDS AND INVESTMENTS WITH RESPECT TO ITEMS (1), (2), AND
(3) ABOVE.
15
(B)
THIS AGREEMENT SHALL CONSTITUTE A SECURITY AGREEMENT UNDER
APPLICABLE LAW.
SECTION 6.10
Governing Law.
This Agreement shall be construed in
accordance with and governed by the law of the State of New York, without giving
effect to its conflict of law provisions (other than Sections 5-1401 and 5-1402
of the New York General Obligations Law).
SECTION 6.11
Counterparts.
For the purpose of facilitating the execution
of this Agreement and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.
SECTION 6.12
Conveyance of the Receivables and the Other Conveyed Property
to the Issuer.