Common use of Vehicle Collateral Clause in Contracts

Vehicle Collateral. The Seller agrees that with respect to each Transferred Receivable of each such Dealer (i) the security interest in such Common Vehicle Collateral granted to the Seller pursuant to any Nonfloorplan Agreement is junior and subordinate to the security interest created 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 the Nonfloorplan Agreement in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of the Common Vehicle Collateral until all required payments in respect of such Transferred Receivable under the Floorplan Financing Agreement have been paid and (iii) in realizing upon such Common Vehicle Collateral, neither the Buyer nor the Issuer will have any obligation to protect or preserve the rights of the Seller in such Common Vehicle Collateral.