Common use of Rights of Noteholders Clause in Contracts

Rights of Noteholders. The Notes represent obligations of the Issuer secured by fractional undivided interests in the Trust Assets, which, with respect to each Series, will consist of the right to receive, to the extent necessary to make the required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Indenture Supplement, (i) the portion of Collections allocable to and pledged for the benefit of the Noteholders of such Series pursuant to this Indenture and the related Indenture Supplement, (ii) funds and other property credited to the Collection Account and the Excess Funding Account (or any subaccounts thereof) allocable to and pledged for the benefit of the Noteholders of such Series pursuant to this Indenture and such Indenture Supplement, (iii) funds and other property credited to any related Series Account and (iv) funds available pursuant to any related Series Enhancement (such security collectively, with respect to all Series, the "Noteholders' Collateral"). Except as specifically set forth in the related Indenture Supplement, the Notes of any Series or Class will not be secured by any interest in any Series Account or Series Enhancement pledged for the benefit of the Noteholders of any other Series or Class. The "Transferor Interest" represents the ownership interest in the Trust Assets not allocated pursuant to this Indenture or any Indenture Supplement to the Noteholders' Collateral, including the right to receive Collections of the Receivables and interests in any Other Floorplan Assets at the times and in the amounts specified in this Indenture or in any Indenture Supplement to be paid to the Transferor[s] on behalf of all holders of the Transferor Interest; provided, however, that the Transferor Interest will represent any interest in the Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, subject to the Lien of, and only as expressly provided in, this Indenture or any Indenture Supplement.

Rights of Noteholders. The Notes shall represent obligations of the Issuer Trust secured by fractional undivided interests in the Trust Assetsassets of the related Pool, whichwhich assets, with respect to each Series, will shall consist of the right to receive, to the extent necessary to make the required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Indenture Supplement, (i) receive the portion of Collections allocable to and pledged for the benefit of the Noteholders of such Series pursuant to this Indenture Agreement and the related such Indenture Supplement, (ii) funds and other property credited to the Collection Account with respect to such Pool and the Excess Special Funding Account (or any subaccounts subaccount thereof) with respect to such Pool allocable to and pledged for the benefit of the Noteholders of such Series pursuant to this Indenture Agreement and such Indenture Supplement, (iii) funds and other property credited to any related Series Account and (iv) funds available pursuant to any related Series Enhancement (such security collectively, with respect to all Series, the "Noteholders' Collateral"). Except , it being understood that, except as ----------------------- specifically set forth in the related Indenture SupplementSupplement with respect thereto, the Notes of any Series or Class will shall not be secured by any interest in any Series Account or Series Enhancement pledged for the benefit of the Noteholders of any other Series or Class. The "Transferor Interest" represents Certificates shall represent the ownership interest in the Trust Assets not allocated pursuant to this Indenture Agreement or any Indenture Supplement to the Noteholders' Collateral, including the right to receive Collections of with respect to the Receivables and interests in any Other Floorplan Assets other amounts at the times and in the amounts specified in this Indenture or in any Indenture Supplement to be paid to the Transferor[s] Transferor on behalf of all holders of the Transferor Certificates (the "Transferor's Interest") and the other Trust Assets subject to the lien of this --------------------- Indenture; provided, however, that the Transferor Interest will Certificates shall represent any an interest in the a Collection Account, the Excess Funding Account, any Series Account or any Series Enhancement, subject to the Lien of, of the Notes and only as expressly specifically provided in, in this Indenture Agreement or any Indenture Supplement.