**Exhibit 10.18**

 

EXECUTION COPY

 

RECEIVABLES FINANCING AGREEMENT

 

dated as of April 1, 2005

 

among

 

CAR FUNDING, INC.,

as Borrower

 

CAR FINANCIAL SERVICES, INC.,

individually and as Seller andCustodian

 

CONSUMER AUTO RECEIVABLESSERVICING, LLC,

individually and as Servicer

 

COMPUCREDIT CORPORATION,

as Guarantor

 

THE LENDERS PARTIES HERETO,

 

DEUTSCHE BANK AG, NEW YORKBRANCH,

as Agent

 

THE OTHER AGENTS PARTIESHERETO,

 

WELLS FARGO BANK, NATIONALASSOCIATION,

as Backup Servicer

 

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Administrative Agent

 

and

 

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

 

***Represents material deleted per the Company's request forConfidential Treatment and filed separately with the Securities and ExchangeCommission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, asamended.

 

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RECEIVABLES FINANCING AGREEMENT

 

THIS RECEIVABLES FINANCING AGREEMENT is made andentered into as of April 1, 2005, among CAR FUNDING, INC., a Nevadacorporation (the “Borrower”), CAR FINANCIAL SERVICES, INC., a Georgiacorporation, in its individual capacity (“CAR”) and as the seller (insuch capacity, the “Seller”), CONSUMER AUTO RECEIVABLES SERVICING, LLC,a Georgia limited liability company, in its individual capacity (“CARServicing”) and as servicer (in such capacity, the “Servicer”) andas custodian (in such capacity, the “Custodian”), COMPUCREDITCORPORATION, a Georgia corporation, in its individual capacity (“CCRT”)and as guarantor (in such capacity, the “Guarantor”), each NONCOMMITTEDLENDER (as hereinafter defined) from time to time party hereto, each COMMITTEDLENDER (as hereinafter defined) from time to time party hereto, the AGENTS forthe Lender Groups from time to time parties hereto (each such party, togetherwith their respective successors in such capacity, an “Agent”), WELLSFARGO BANK, NATIONAL ASSOCIATION, a national banking association, as backupservicer (in such capacity, the “Backup Servicer”), DEUTSCHE BANK AG,NEW YORK BRANCH, the New York Branch of a German bank, as administrative agent(together with its successors in such capacity, the “Administrative Agent”),and U.S. BANK NATIONAL ASSOCIATION, a national banking association, ascollateral agent (together with its successors in such capacity, the “CollateralAgent”).

 

BACKGROUND

 

1.                                       The Borrower desires that the Lenders (ashereinafter defined) extend financing to the Borrower on the terms andconditions set forth herein.

 

2.                                       The Lenders are willing to provide suchfinancing on the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the premises andthe mutual agreements herein contained, the parties hereto agree as follows:

 

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# **DEFINITIONS**

## ***Defined Terms***.  Terms usedin this Agreement which are defined in Annex I hereto shall have the meaningsspecified in such Annex I (unless otherwise defined herein).

## ***Other Definitional Provisions***.  6.  Unlessotherwise specified therein, all terms defined in Annex I shall have themeanings as so defined when used in the Notes or in any other TransactionDocument, certificate, report or other document made or delivered pursuanthereto.

### **Each term defined in the singular form in Annex I or elsewhere inthis Agreement shall mean the plural thereof when the plural form of such termis used in this Agreement, the Notes or any other Transaction Document,certificate, report or other document made or delivered pursuant hereto, andeach term defined in the plural form in Annex I shall mean the singularthereof when the singular form of such term is used herein or therein.**

### **The words “hereof,” “herein,” “hereunder” and similar terms when used inthis Agreement shall refer to this Agreement as a whole and not to anyparticular provision of this Agreement, and article, section, subsection, schedule andexhibit references herein are references to articles, sections, subsections,schedules and exhibits to this Agreement unless otherwise specified.**

### **The following terms which are defined in the Uniform Commercial Code ineffect in the State of New York on the date hereof are used herein as sodefined:  Accounts, Chattel Paper,Documents, Equipment, General Intangibles, Instruments, Inventory, InvestmentProperty and Proceeds.**

### **For the avoidance of doubt, on each date on which the Aggregate EligibleReceivables Balance or the Borrowing Base is required to be calculated by theBorrower, the Servicer, the Lenders or the Agents hereunder, the eligibility ofeach of the Transferred Receivables shall be redetermined as of suchcalculation date and, as a consequence thereof, Contracts that were EligibleReceivables on the related Closing Date may be excluded from the AggregateEligible Receivables Balance or the Borrowing Base on the date of calculation.**

 

**THEFACILITY, ADVANCE PROCEDURES AND NOTE**

#  

## ***Facility***.  On theterms and subject to the conditions set forth in this Agreement, eachNoncommitted Lender may, in its sole discretion, make Advances (to the extentof its Available Commitment Amount) to the Borrower on a revolving basis fromtime to time during the period commencing on the Effective Date and ending onthe Facility Termination Date, in each case in such amounts as may be requestedby the Borrower pursuant to Section 2.2.  If on any day there shall be more than oneNoncommitted Lender, any Advance requested by the Borrower on such day shall beallocated among the Noncommitted Lenders prorata on the basis oftheir respective Noncommitted Percentages and each Noncommitted Lender may, inits sole and absolute discretion, determine whether to make an Advance in itsallocated amount.  If a NoncommittedLender elects not to make a requested Advance, each of the Committed Lenderswith respect to such Noncommitted Lender shall make Advances (in an aggregateamount equal to the requested Advance) to the Borrower (to the extent of the unutilizedCommitment of each such Committed Lender and prorata among suchCommitted Lenders in accordance with their respective Adjusted CommitmentPercentages) on a revolving basis from time to time during the periodcommencing on the Effective Date and ending on the Facility TerminationDate.  The lending arrangement madeavailable to the Borrower pursuant to the preceding sentences of this Section 2.1is herein called the “Facility”. The aggregate principal amount of all Advances from time to time outstandinghereunder shall not exceed the lesser of (a) the Facility Limit and (b) theBorrowing Base.  In addition, under nocircumstances shall any Lender make any Advance if after giving effect theretothe aggregate outstanding principal balance of all Advances owing to suchLender would exceed (i) if such Lender is a Noncommitted Lender, itsMaximum Loan Amount or (ii) if such Lender is a Committed Lender, itsapplicable Commitment less its Adjusted Commitment Percentage of theoutstanding principal balance of all Advances owing to its NoncommittedLender.  The Committed Lenders may notreduce their respective Commitments during the term of this Agreement otherthan as expressly provided under Section 2.5.  Within the limits of the Facility, theBorrower may borrow, prepay and reborrow under this Section 2.1.  No additional Advances may be made if theBackup Servicer shall be acting as Servicer.

##  

## ***Advance Procedures***.  TheBorrower may request an Advance hereunder by giving notice to theAdministrative Agent of a proposed Advance not later than 1:00 P.M., NewYork time, two Business Days prior to the proposed date of such Advance.  Each such notice (herein called an “AdvanceRequest”) shall be in the form of Exhibit A and shall includethe date and amount of such proposed Advance and the Schedule ofReceivables setting forth the information required therein with respect to theReceivables, if any, to be acquired by the Borrower on the date such Advance isrequested to be made.  No more than threeAdvance Requests may be made in any calendar week.  Any Advance Request given by the Borrowerpursuant to this Section 2.2 shall be irrevocable and binding onthe

 

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## ***Borrower. The Administrative Agent shall promptly forward a copy of each AdvanceRequest received by it to each Agent and each Lender.  The Administrative Agent, in its capacity assuch, shall have no obligation to lend funds hereunder.***

##  

Each Noncommitted Lender shall notify the Agent forits Lender Group by 10:00 a.m., New York City time, on the applicablerequested date of Advance whether it has elected to make the Advance requestedof it pursuant to the preceding paragraph. In the event that a Noncommitted Lender shall not have timely providedsuch notice, such Noncommitted Lender shall be deemed to have elected not tomake such Advance.  Such Agent shallnotify each Committed Lender for such Noncommitted Lender on or prior to 11:00 a.m.,New York City time, on the applicable requested date of Advance if suchNoncommitted Lender has not elected to advance its entire NoncommittedPercentage of the Advance requested, which notice shall specify (i) theidentity of such Noncommitted Lender, (ii) the portion of the Advancewhich such Noncommitted Lender has not elected to advance as provided above,and (iii) the respective Adjusted Commitment Percentages of such CommittedLenders on such requested date of Advance (as determined by such Agent in goodfaith; for purposes of such determination, such Agent shall be entitled to relyconclusively on the most recent information provided by such NoncommittedLender).  Subject to receiving suchnotice and to the satisfaction of the applicable conditions set forth in Article VIIhereof, each of such Noncommitted Lender’s Committed Lenders shall make anAdvance on the applicable requested date of Advance in an amount equal to itsAdjusted Commitment Percentage of the portion of the Advance which suchNoncommitted Lender has not elected to advance.

 

## ***Funding***.  Subject tothe satisfaction, in the reasonable determination of the Lenders, of theconditions precedent set forth in Article VII with respect to suchAdvance, each Lender’s portion of the requested Advance payable pursuant to Section 2.2of this Agreement shall be made available to the Administrative Agent at orprior to 2:00 p.m., New York City time, on the requested date of Advance,by deposit of immediately available funds to the Administrative Agent’sAccount.  Subject to the satisfaction, inthe reasonable determination of the Lenders, of the conditions precedent setforth in Article VII with respect to such Advance (as evidenced bythe advancing of such funds by the Lenders) and the Administrative Agent’sreceipt of such funds, the Administrative Agent shall make the proceeds of suchrequested Advance available as follows: first, to the extent Borrower isrequired pursuant to Section 11.6 hereof to fund the Cap Funding ReserveAccount and the amount on deposit in the Cap Funding Reserve Account is lessthan the Cap Funding Reserve Account Requirement (computed after giving effectto the proposed Advance and to the transfer to the Borrower of any Receivablesand Dealer Transaction Rights to be transferred to it by the Seller on suchdate) on the proposed date of the Advance, an amount equal to such deficiencyshall be deposited in the Cap Funding Reserve Account; second, to payany upfront cost of acquiring any Interest Rate Cap; third, to pay anyfees and expenses due to the Lenders or the Agents on the date of such Advance;and fourth, all amounts of the proposed Advance in excess of the amountsdistributed pursuant to first, second and third aboveshall be made available to the Borrower by deposit to such account as may bedesignated by the Borrower (in a written notice received by the AdministrativeAgent at least one Business Day prior to the date of such Advance) inimmediately available funds no later than 3:00 p.m., New York City time,on the date of such Advance.

##  

In the event that notwithstanding the fulfillment ofthe applicable conditions set forth in Article VII hereof with respect toan Advance, a Noncommitted Lender elected to make an Advance but failed to makeits portion thereof available to the Administrative Agent when requiredpursuant to the preceding paragraph, such Noncommitted Lender shall be deemedto have rescinded its election to make such Advance, and neither the Borrowernor any other party shall have any claim against such Noncommitted Lender byreason of its failure to timely make such Advance.  In any such case, the Administrative Agentshall give notice of such failure not later than 2:30 p.m., New YorkCity time, on the requested date of Advance to each Committed Lender forsuch Noncommitted Lender and to the Agent for its Lender Group, the Borrowerand the Servicer, which notice shall specify (i) the identity of suchNoncommitted Lender, (ii) the

 

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amount of the Advance which it had elected but failedto make and (iii) the respective Adjusted Commitment Percentages of suchCommitted Lenders on such date (as determined by the related Agent).  Subject to receiving such notice, each ofsuch Noncommitted Lender’s Committed Lenders shall lend a portion of therequested Advance in an amount equal to its Adjusted Commitment Percentage ofthe amount described in clause (ii) above at or before 4:00 p.m., NewYork City time, on such date and otherwise in accordance with this Section 2.3.  Subject to the Administrative Agent’s receiptof such funds, the Administrative Agent will not later than 5:00 p.m., NewYork City time, on such date make such funds available by depositing samein the appropriate account in accordance with the provisions of the precedingparagraph.

 

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## ***Notes***.  AllAdvances by the Lenders in a Lender Group shall be further evidenced by a Note,executed by the Borrower, with appropriate insertions, payable to the order ofthe Agent for such Lender Group.  TheBorrower hereby irrevocably authorizes each Agent to make (or cause to be made)appropriate notations on the grid attached to the Notes (or on any continuationof such grid, or at such Agent’s option, in its records), which notations, ifmade, shall evidence, interalia, the date of the outstandingprincipal of the Advances evidenced thereby and each payment of principalthereon; provided, however, that the failure to make any suchnotations shall not limit or otherwise affect any of the Obligations or anypayment thereon.

##  

## ***Reductions of Commitments***.

##  

#### *At any time the Borrower may, upon at leastfive Business Days’ prior written notice to the Administrative Agent, reducethe Facility Limit in whole or in part. Each partial reduction shall be in an aggregate amount of $5,000,000 orintegral multiples of $5,000,000 in excess thereof (or such other amountrequested by the Borrower to which the Administrative Agent consents).  Reductions of the aggregate Commitmentspursuant to this subsection 2.5(a) of this Agreement shall beallocated (i) to the Maximum Loan Amount of each Noncommitted Lender, prorata based on the Noncommitted Percentage represented by such MaximumLoan Amount, and (ii) to the aggregate Commitments of Committed Lendersfor each Noncommitted Lender prorata based on their respectiveAdjusted Commitment Percentages.  TheAdministrative Agent shall promptly deliver a copy of any such notice to eachAgent and each Lender.  The Borrowershall repay the unpaid principal amount of the Advances to the extent theyexceed the Facility Limit after giving effect to such reduction.*

####  

#### *On the Facility Termination Date, theCommitment of each Lender shall be automatically reduced to zero.*

####  

#### *The Borrower will give the Collateral Agentwritten notice of any termination of the Commitments or reduction of theCommitments to zero pursuant to Section 2.5(a) or as a result of theoccurrence of the Facility Termination Date within two Business Days of suchtermination, reduction or occurrence.*

####  

## ***Repayments and Prepayments***.  TheBorrower shall repay in full the unpaid principal amount of each Advance on theScheduled Facility Termination Date. Prior thereto, the Borrower:

##  

**may, fromtime to time on any Business Day, make a prepayment, in whole or in part, ofthe outstanding principal amount of any Advance; provided, however, that**

 

**allsuch voluntary prepayments shall require at least three Business Days’ priorwritten notice to the Administrative Agent; and all such voluntary partialprepayments shall be in a minimum amount of $5,000,000 and an integral multipleof $1,000,000 in excess thereof or, if less than $5,000,000, the entireoutstanding principal amount of any Advances;**

 

**shall, onany Distribution Date, any date an Advance is made or any date upon which theCollateral Agent distributes Excess Funds from the Collection Account on whichthe outstanding amount of Advances exceeds the Borrowing Base, make aprepayment of the Advances in an amount equal to such excess;**

 

**shall,immediately upon any acceleration of the maturity date of any Advance pursuantto Section 14.3, repay all Advances, unless, pursuant to Section 14.3(a),only a portion of all Advances is so accelerated, in which event the Borrowershall repay the accelerated portion of the Advances; and**

 

**shall, onthe date the Borrower receives any net proceeds from any Take-OutSecuritization, make a prepayment of the Advances in an amount substantiallyequal to such net proceeds or, if less, the total outstanding amount ofAdvances.**

 

Each such prepayment shall be subject to the paymentof any amounts required by Section 6.2 resulting from a prepaymentor payment of an Advance prior to the end of the Fixed Period with respectthereto.

 

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## ***Extension of Facility***.  TheBorrower may request (in a written notice delivered to the AdministrativeAgent, on or prior to the 30th calendar day, but not earlier thanthe 90th calendar day, prior to each Scheduled Facility TerminationDate) that the Lenders extend the Scheduled Facility Termination Date forsuccessive periods of 364 days.  TheScheduled Facility Termination Date shall be extended accordingly if theAdministrative Agent (acting pursuant to the instructions of all the Lenders,which instructions may be given or withheld in their sole and absolutediscretion) notifies the Borrower that the then-current Scheduled FacilityTermination Date shall be so extended for a period of 364 days.  If any Lender instructs the AdministrativeAgent not to extend such date, or fails to give the Administrative Agent anyinstruction with respect to any such request, the Administrative Agent shallnotify the Borrower that the Lenders have declined the request of the Borrowerand the Scheduled Facility Termination Date shall not be so extended.  If no such notice is received by the Borrowerby the close of business on the 15th calendar day prior to thethen-current Scheduled Facility Termination Date, the Lenders shall be deemedto have declined the request of the Borrower. If the request is declined, the Borrower may request that theAdministrative Agent promptly advise the Borrower of the Lenders that agreed tothe extension request and may, by the close of business on or before the 10thcalendar day prior to the then-current Scheduled Facility Termination Date,request that one or more of the Lenders consenting to the extension request orany Investor acquire and assume all or a ratable part of each non-consentingLender Commitment.  Upon notice from theAdministrative Agent that each non-consenting Lender has assigned its interestin its Advances and its Commitment to another Lender or Investor, on or beforethe close of business on the 5th calendar day prior to thethen-current Scheduled Facility Termination Date, the Lenders shall be deemedto have accepted the request of the Borrower that the Scheduled FacilityTermination Date be so extended.  If nosuch notice is received, or if the Borrower does not timely request that theAdministrative Agent solicit replacement of each the non-consenting Lender, theLenders shall be deemed to have declined the request and the Scheduled FacilityTermination Date shall not be so extended. The Borrower will give the Collateral Agent written notice of anyextension of Scheduled Facility Termination Date within two Business Days ofsuch extension.

##  

# **YIELD, FEES, ETC.**

#  

## ***Yield***.  TheBorrower hereby promises to pay Yield on the unpaid principal amount of eachAdvance (or each portion thereof) for the period commencing on the date of suchAdvance until such Advance is paid in full. No provision of this Agreement or the Notes shall require the payment orpermit the collection of Yield in excess of the maximum permitted by applicablelaw.

##  

## ***Yield Payment Dates***.  Yieldaccrued on Advances shall be payable, without duplication:

##  

**as to eachAdvance on the Facility Termination Date;**

 

**as to anypayment or prepayment, on the date of any payment or prepayment, in whole or inpart, of principal outstanding on such Advance, but only on the portion of theAdvance so paid or prepaid; and**

 

**as to eachAdvance, on each Distribution Date; provided that Yield relating to suchAdvance may also be payable, at the option of the Borrower, on an InterimDistribution Date selected (upon not less than three Business Days’ priorwritten notice to the Administrative Agent) by the Borrower.**

 

## ***Yield Calculation***.  (a) Interestshall accrue on the Advances during each Accrual Period at the following rates:

##  

EachNoncommitted Lender’s portion of each Advance shall bear interest on each dayduring each Accrual Period at a rate per annum equal to such NoncommittedLender’s Commercial Paper Rate for such day, except as otherwise provided inclause (ii) below. 

 

If and to theextent that, and only for so long as, a Noncommitted Lender at any timedetermines in good faith that it is unable to raise or is precluded orprohibited from raising, or that it is not advisable to raise, funds throughthe issuance of commercial paper notes in the commercial paper market of theUnited States to finance its making or maintenance of its portion of any Advanceor any portion thereof (which determination may be based on any allocationmethod employed in good faith by such Noncommitted Lender), including by reasonof market conditions or by reason of insufficient availability under any of itsSupport Facilities or the downgrading of any of its Support Parties, uponnotice from such Noncommitted 

 

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Lender to theAgent for its Lender Group and the Administrative Agent, such NoncommittedLender’s portion of such Advance shall bear interest at a rate per annum equalto the Alternative Rate, rather than as otherwise determined pursuant to clause(i) above.  

 

Each CommittedLender’s portion of each Advance shall bear interest for each Accrual Period ata rate per annum equal to the Alternative Rate. 

 

Notwithstanding clauses (i), (ii) and (iii) above,during the period any principal amount of any Advance is due and payable(whether on the Facility Termination Date, upon acceleration or otherwise) orduring the period any other monetary obligation of the Borrower or the Servicer(only if CAR, CAR Servicing or an Affiliate of CAR is the Servicer) arisingunder this Agreement shall become due and payable, the Borrower or the Servicer(only if CAR, CAR Servicing or an Affiliate of CAR is the Servicer), as thecase may be, shall pay (to the extent permitted by law, if in respect of anyunpaid amounts representing Yield) Yield (after as well as before judgment) onsuch amounts, payable on demand, at a rate perannum equal to theDefault Rate.

 

#### *If (A) the consolidation of the assetsand liabilities of a Noncommitted Lender which is a Structured Lender on thebalance sheet of an administrator, manager, credit or liquidity enhancer orsimilar party with respect to such Lender or any Affiliate of suchadministrator, manager, credit or liquidity enhancer or similar party (each, an“SL Affected Party”) shall be required, or capital shall be required tobe maintained with respect thereto under any capital requirements as if suchassets were owned by such SL Affected Party, by the Securities and ExchangeCommission, any banking regulatory authority or any other domestic or foreigngovernmental authority having jurisdiction over such SL Affected Party, or (B) theindependent auditors for a SL Affected Party shall have advised such SLAffected Party in writing that in their opinion such consolidation is requiredunder GAAP or applicable law, rule or regulations, then, upon notice bysuch Lender to the Borrower and the related Agent, such Lender’s Advances shallbear interest at a rate per annum equal to the Alternative Rate, rather than asotherwise determined pursuant to clause (a) above.*

####  

## ***Fees***.  TheBorrower agrees to pay to the Administrative Agent, on behalf of itself, theAgents, the Support Parties and the Lenders, certain fees in the amounts and onthe dates set forth in the letter agreement among the Administrative Agent, theBorrower and CAR, dated as of the date hereof (as the same may be amended,supplemented or otherwise modified, the “Fee Letter”).  Fees accrued on each Advance shall bepayable, without duplication, on the date of any payment or prepayment, inwhole or in part, of principal outstanding on such Advance.

##  

## ***Computation of Yield and Fees***.  All Yieldand Fees shall be computed on the basis of the actual number of days (includingthe first day but excluding the last day) occurring during the period for whichsuch Yield or fee is payable over a year comprised of 360 days (or, in the caseof Yield on an Advance bearing Yield on the basis of the Alternate Base Rate,365 days or, if appropriate, 366 days). The Agent for each Lender Group shall notify the Administrative Agent,the Borrower and the Servicer of the Yield and Fees accrued one Business Dayprior to each Distribution Date and from time to time upon request of theAdministrative Agent, the Borrower or Servicer.

 

# **GUARANTY**

#  

## ***Guaranty of Payment***.  TheGuarantor hereby guarantees to the Administrative Agent (on behalf of itself,the Collateral Agent, the Agents and the Lenders) the payment of all paymentand performance obligations of the Servicer (so long as the Servicer is CAR,CAR Servicing or an Affiliate thereof) to the Administrative Agent, theCollateral Agent, each Agent, and each of the Lenders under the Sale and ServicingAgreement or this Agreement, whether direct or indirect, absolute orcontingent, due or to become due, secured or unsecured, now existing orhereafter arising or acquired (collectively, the “Guaranteed Obligations”).  The guaranty provided hereunder is anabsolute, unconditional and irrevocable guaranty of the full and punctualpayment and performance of the Guaranteed Obligations (and not of theircollectibility only) and is in no way conditioned upon any requirement that theAdministrative Agent, any Agent or any Lender first attempt to collect orenforce any of the Guaranteed Obligations from or against the Servicer orresort to any security or other means of obtaining their payment or

 

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## ***performance. Should the Servicer default in the payment or performance of any of theGuaranteed Obligations, the obligations of the Guarantor hereunder with respectto such default shall become immediately due and payable, without demand ornotice by the Administrative Agent. Payments by the Guarantor hereunder may be required by theAdministrative Agent (on behalf of itself, the Collateral Agent, the Agents andthe Lenders), acting at the direction of the Required Lenders, on any number ofoccasions.***

##  

## ***Agreement to Pay Expenses***.  TheGuarantor agrees, as the principal obligor and not as a guarantor only, to payto the Administrative Agent, on demand, all reasonable costs and expenses(including court costs and reasonable legal expenses) incurred or expended bythe Administrative Agent in connection with enforcement of the obligations ofthe Guarantor under this Article IV together with interest accrued thereonfrom the time such amounts become due until payment, at the Default Rate ineffect from time to time; provided that, if such interest exceeds themaximum amount permitted to be paid under applicable law, then such interestshall be reduced to such maximum permitted amount.

##  

## ***Unenforceability of Guaranteed ObligationsAgainst the Servicer***.  If for any reason the Servicerhas no legal existence or is under no legal obligation to discharge any of theGuaranteed Obligations, or if any of the Guaranteed Obligations have becomeirrecoverable from the Servicer by operation of law or for any other reason,the guaranty and the primary obligation provided under this Article IVshall nevertheless be binding on the Guarantor to the same extent as if theGuarantor at all times had been the principal obligor on all such GuaranteedObligations.  In the event thatacceleration of the time for payment of any of the Guaranteed Obligations isstayed upon the insolvency, bankruptcy or reorganization of the Servicer, orfor any other reason, all such amounts otherwise subject to acceleration underthe terms of any agreement evidencing, securing or otherwise executed inconnection with any Guaranteed Obligation (including this Agreement) shall beimmediately due and payable by the Guarantor.

##  

## ***Waiver of Subrogation***.  Until thetermination hereof and the payment in full of all Guaranteed Obligations andpayment in full of the principal of, and interest on, the Advances, theGuarantor (a) shall not exercise any rights against the Servicer arisingas a result of payment or performance by the Guarantor under this Article IV,by way of subrogation or otherwise; (b) will not prove any claim incompetition with the Administrative Agent, the Collateral Agent, the Agents orthe Lenders in respect of any payment or performance hereunder in bankruptcy orinsolvency proceedings of any nature; (c) will not claim any set-off orcounterclaim against the Servicer in respect of any liability of the Guarantorto such Person; and (d) waives any benefit of and any right to participatein any collateral which may be held by the Administrative Agent, the CollateralAgent, the Agents or the Lenders.

##  

## ***Subordination***.  The paymentof any amounts due with respect to any Indebtedness of the Servicer now orhereafter held by the Guarantor is hereby subordinated to the prior payment infull of the Guaranteed Obligations, providedthat so long as no default in the payment of the Guaranteed Obligations hasoccurred and is continuing and no Facility Termination Event or UnmaturedFacility Termination Event has occurred and is continuing, and no undisputeddemand for payment of any of the Guaranteed Obligations has been made thatremains unsatisfied, the Servicer may make, and the Guarantor may demand andaccept, any payments of principal of and interest on such subordinatedIndebtedness in the amounts, at the rates and on the dates as specified in suchinstruments, securities or other writings as shall evidence such subordinatedIndebtedness.  The Guarantor agrees thatafter the occurrence and during the continuation of any default in the paymentof the Guaranteed Obligations or a Facility Termination Event or UnmaturedFacility Termination Event, the Guarantor will not demand, sue for or otherwiseattempt to collect any such Indebtedness of the Servicer to the Guarantor untilthe Guaranteed Obligations shall have been paid in full.  If, notwithstanding the foregoing sentence,the Guarantor shall in breach of this Section, collect, enforce or receive anyamounts in respect of such Indebtedness, such amounts shall be collected,enforced and received by the Guarantor as trustee for the Administrative Agent,the Collateral Agent, the Agents and the Lenders and be paid over toAdministrative Agent on account of the Guaranteed Obligations without affectingin any manner the liability of the Guarantor under this Article IV.

##  

## ***Waivers by Guarantor***.  TheGuarantor agrees that the Guaranteed Obligations will be paid strictly inaccordance with their respective terms. To the extent permitted by applicable law, the Guarantor waivespresentment, demand, protest, notice of acceptance, notice of GuaranteedObligations incurred and all other notices of any kind, all defenses which maybe available by virtue of any valuation, stay, moratorium law or other similarlaw now or hereafter in effect, any right to require the marshaling of assetsof the Servicer, and all suretyship defenses generally.  Without limiting the generality of theforegoing, the Guarantor agrees to the provisions of any instrument evidencing,securing or otherwise executed in connection with any of the GuaranteedObligations and agrees that the Guaranteed Obligations shall not be released ordischarged, in whole or in part, or otherwise affected by (i) the failureof the Administrative Agent, the Collateral Agent, any Agent or any of theLenders to assert any claim or demand or to enforce any right or remedy againstthe Servicer; (ii) any extensions or renewals of

 

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## ***any of the Guaranteed Obligations; (iii) anyrescissions, waivers, amendments or modifications of any of the terms or provisionsof any agreement evidencing, securing or otherwise executed in connection withthe Guaranteed Obligations, including, without limitation, the TransactionDocuments; (iv) the substitution or release of any entity primarily orsecondarily liable for any obligation of the Servicer under this Agreement orthe other Transaction Documents; (v) the adequacy of any rights theAgents, the Lenders, the Administrative Agent or the Collateral Agent may haveagainst any collateral or other means of obtaining repayment of the GuaranteedObligations; (vi) the impairment of any collateral securing the GuaranteedObligations, including without limitation the failure to perfect or preserveany rights the Administrative Agent, the Collateral Agent, the Agents or theLenders might have in such collateral or the substitution, exchange, surrender,release, loss or destruction of any such collateral; or (vii) any otheract or omission which might in any manner or to any extent vary the risk of theGuarantor or otherwise operate as a release or discharge of the Guarantor, allof which may be done without notice to the Guarantor.***

 

# **PAYMENTS; TAXES**

#  

## ***Making of Payments; Taxes***.  7.  Subject to, and in accordance with, theprovisions hereof, all payments of principal of, or Yield on, the Advances andof all Fees and other amounts shall be made by the Borrower no later than 2:00 p.m.,New York time, on the day when due in lawful money of the United States ofAmerica in immediately available funds to the Administrative Agent, at itsaccount (account number –10-598524-0008 (account name – Nantucket FundingCorp., LLC) maintained at the office of Deutsche Bank AG, New York Branch, NewYork, New York (ABA # 026-003-780), reference:  CAR Funding Inc., with telephone notice(including wire number) to the Administrative Agent (telephone number 212-474-7737)),or such other account as the Administrative Agent shall designate in writing tothe Borrower (the “Administrative Agent’s Account”).  Payments received by the Administrative Agentafter 2:00 p.m., New York time, on any day will be deemed to have beenreceived by the Administrative Agent on its next following Business Day.  The Administrative Agent shall, upon receiptof such payments, promptly remit such payments (in the same type of fundsreceived by the Administrative Agent) to the Agent for each Lender Group prorata among the Lender Groups on the basis of the respective amountsowing to such Lender Groups of the Obligations to which such paymentsrelate.  Each Agent shall allocate to theLenders in its Lender Group each payment in respect of the Advances received bysuch Agent as provided herein.  Paymentsin reduction of the principal amount of the Advances shall be allocated andapplied to Lenders prorata based on their respective portions ofsuch Advances.  Payments of Yield shallbe allocated and applied to Lenders prorata based upon therespective amounts of interest due and payable to them, determined as providedabove in Section 3.3(a). Payments of the “Usage Fee” (as defined in the Fee Letter) shall beallocated and paid to Lenders prorata based upon theirrespective principal interests in the Advances for the applicable AccrualPeriod.  Payments of the “Program Fee”(as defined in the Fee Letter) shall be allocated and paid to the Agent foreach Lender Group prorata based on the aggregate Commitments ofthe Lenders in such Lender Group.  EachLender in a Lender Group shall be entitled to receive the share of the ProgramFee allocated to such Lender Group as may be agreed upon from time to timebetween such Lender and the Agent for such Lender Group.

##  

### **All payments described in Section 5.1(a) and all otherpayments made by or on behalf of the Borrower, the Seller, CAR, the Guarantoror the Servicer (so long as CAR, CAR Servicing or an Affiliate of CAR is theServicer) to the Administrative Agent for the benefit of itself or any AffectedPerson or the Lenders or to any Affected Person directly under this Agreementand any other Transaction Document shall be made free and clear of, and withoutdeduction or withholding for or on account of, any present or future income,stamp or other taxes, levies, imposts, duties, charges, fees, deductions orwithholdings, now or hereafter imposed, levied, collected, withheld or assessedby any Official Body (excluding (i) taxes imposed on the net incomeof the Administrative Agent or Affected Person, however denominated, and (ii) franchisetaxes imposed on the net income of the Administrative Agent or Affected Personin each case imposed: (1) by the United States or any politicalsubdivision or taxing authority thereof or therein; (2) by anyjurisdiction under the laws of which the Administrative Agent or such AffectedPerson or its applicable lending office is organized or located, managed or controlledor in which its principal office is located or any political subdivision ortaxing authority thereof or therein; or (3) by reason of any connectionbetween the jurisdiction imposing such tax and the Administrative Agent, suchAffected Person or such lending office other than a connection arising solelyfrom this Agreement or any other Transaction Document or any transactionhereunder or thereunder) (all such non-excluded taxes, levies, imposts, duties,charges, fees, deductions or withholdings, collectively or individually, “Taxes”).  If any such Taxes are required to be withheldfrom any amounts payable to the Administrative Agent or any Affected Personhereunder or under any other Transaction Document, the amounts so payable tothe Administrative Agent or such Affected Person shall be increased to theextent necessary to yield to the Administrative Agent or such Affected Person(after payment of all Taxes) all amounts payable hereunder or thereunder at therates or in the amounts specified in this Agreement and the other TransactionDocuments.  The Borrower (or the partyrequired to “gross-up” the applicable payment) shall indemnify theAdministrative Agent or such Affected Person for the full amount of any suchTaxes on the first Settlement Date**

 

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### ** **

### **occurring at least 10 Business Days after the date of written demandtherefor by the Administrative Agent or Affected Person and delivery to theBorrower (or the party required to “gross-up” the applicable payment) of thewritten statement setting forth the legal basis for the Taxes, the amount ofthe Taxes and the calculation thereof; provided that no Person shall beindemnified pursuant to this Section 5.1(b) to the extent thereason for such indemnification relates to, or arises from, the failure by suchPerson to comply with the provisions of Section 5.1(c).**

 

### **Each Affected Person that is not incorporated under the laws of theUnited States of America or a state thereof or the District of Columbia shall:**

 

**priorto becoming a party to, or acquiring an interest in, any Transaction Documentor Support Facility (if not a party to a Transaction Document), deliver to theBorrower and the Administrative Agent (A) two duly completed copies of Form W-8ECI,Form W-8BEN or Form W-8IMY, or successor applicable forms, as thecase may be, and (B) an IRS Form W-9, or successor applicable form,as the case may be; and**

**deliverto the Borrower and the Administrative Agent two (2) further copies of anysuch form or certification on or before the date that any such form orcertification expires or becomes obsolete and after the occurrence of any eventrequiring a change in the most recent form previously delivered by it to theBorrower and the Administrative Agent;**

** **

Each such Affected Person so organized shall certify (a) inthe case of a Form W-8ECI, Form W-8BEN or Form W-8IMY, that itis entitled to receive payments under the this Agreement and the otherTransaction Documents without deduction or withholding of any United Statesfederal income taxes and (b) in the case of an IRS Form W-9, that itis entitled to a complete exemption from United States backup withholdingtax.  Each Person that desires to becomean additional party to a Support Facility, shall, prior to the effectiveness ofsuch addition, be required to provide all of the forms and certificationsrequired pursuant to this Section 5.1(c) unless such Personhas previously delivered such forms in its capacity as a party to a TransactionDocument and such forms have not expired or become obsolete.  Failure of any Affected Person to comply withthis clause (c) shall result in the Borrower having no obligation togross-up for Taxes pursuant to clause (b) of this Section.

 

## ***Application of Certain Payments***.  Eachpayment of principal of the Advances shall be applied to such Advances as theBorrower shall direct or, in the absence of such direction or during theexistence of a Facility Termination Event or after the Facility TerminationDate, as the Required Lenders shall determine, in their discretion.

##  

## ***Due Date Extension***.  If anypayment of principal or Yield with respect to any Advance falls due on a daywhich is not a Business Day, then such due date shall be extended to the nextfollowing Business Day, and additional Yield and Fees shall accrue and bepayable for the period of such extension at the rate applicable to suchAdvance.

##  

# **INCREASED COSTS, ETC.**

#  

## ***Increased Costs***.  If due tothe introduction of or any change in or in the interpretation of any law orregulation occurring or issued after the date hereof, any Lender or otherInvestor, any Support Party, or any Person controlling any thereof (each an “AffectedPerson”) determines that compliance with any law or regulation or anyguideline or request from any central bank or other Official Body (whether ornot having the force of law) shall impose, modify or deem applicable anyreserve requirement imposed by the Board of Governors of the Federal ReserveSystem (but excluding any reserve requirement, if any, included on the determinationof Yield), special deposit or similar requirements against assets of, depositswith or for the account of, or credit extended by such Affected Party, and theresult of any of the foregoing is to increase the amount of capital required orexpected to be maintained by such Affected Person and such Affected Persondetermines that the amount of such capital is increased by or based upon theexistence of its obligations or Commitments hereunder or with respect hereto orto the funding thereof (other than any increase in cost resulting solely from aconsolidation event described in Section 3.3(b)

 

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## ***but only if the Borrower is liable for thepayment of the increased rate of interest under such Section 3.3(b)),then, upon demand by such Affected Person (with a copy to theAdministrative Agent) (which demand shall be accompanied by a statement settingforth in reasonable detail the basis for the determination that the increase incapital is allocable to the existence of its obligations or Commitmentshereunder and, in reasonable detail, the calculations of the amount beingclaimed), the Borrower agrees to pay to the Administrative Agent, for theaccount of such Affected Person (as a third-party beneficiary), on theDistribution Date following the date on which such Affected Person providesnotice of such event to the Borrower and the Servicer (provided that suchnotice is accompanied by the statement described above in this Section 6.1and is delivered on or prior to the fifth Business Day prior to suchDistribution Date and otherwise on the Distribution Date following suchDistribution Date), subject to and in accordance with the priorities set forthin Section 9.5, additional amounts sufficient to compensate suchAffected Person in the light of such circumstances, to the extent that suchAffected Person reasonably determines such increase in capital to be allocableto the existence of any of such obligations, commitments or fundings.  The calculations set forth in such writtenstatement shall, in the absence of manifest error, be rebuttably presumptiveevidence of the subject matter thereof. Any Affected Person claiming any additional amounts payable pursuant tothis Section 6.1 agrees to use reasonable efforts (consistent withlegal and regulatory restrictions) to designate a different office or branch ofsuch Affected Person as its lending office or take such other actions if themaking of such a designation or taking of such other actions would avoid theneed for, or reduce the amount of, any such additional amounts and would not,in the reasonable judgment of such Affected Person, be otherwisedisadvantageous to such Affected Person.***

##  

## ***Funding Losses***.  TheBorrower hereby agrees that upon demand by any Affected Person (which demandshall be accompanied by a statement setting forth in reasonable detail thebasis for the calculations of the amount being claimed) it will indemnify suchAffected Person against any net loss or expense which such Affected Person orincurs (including, without limitation, any net loss or expense incurred byreason of or resulting from interest to accrue on the related commercial paperafter the date of any failed borrowing, payment or prepayment of an Advance orfrom the termination of related hedging arrangements, the liquidation orreemployment of deposits or other funds acquired by such Affected Person tofund or maintain any Advance to the Borrower), as reasonably determined by suchAffected Person, as a result of any failure by the Borrower to borrow anAdvance on the date specified therefor in an Advance Request (other than due toa default by a Lender) or as a result of any payment or prepayment (includingany mandatory prepayment) of any Advance on a date other than the last day ofthe Fixed Period for such Advance.  Thecalculations set forth in such written statement shall, in the absence ofmanifest error, be rebuttably presumptive evidence of the subject matterthereof.

##  

## ***Replacement of Affected Person***.  Upon thereceipt by the Borrower of a claim for reimbursement or compensation under Section 6.1hereof by an Affected Person, if payment thereof shall not be waived by suchAffected Person, or upon receipt of notice pursuant to Section 3.3(a)(ii) fromany Noncommitted Lender or upon receipt by the Borrower of any notice by aLender pursuant to Section 3.3(b), the Borrower may (a) request suchAffected Person or the Lender that has assigned an interest in its Advances tosuch Affected Person to use reasonable efforts to assist the Borrower in itsattempt to obtain a replacement bank, financial institution or StructuredLender, as applicable, satisfactory to the Borrower (in the case of areplacement Lender), to acquire and assume all or a ratable part of suchAffected Person’s Commitment, or (b) request one or more of the otherLenders or Investors to acquire and assume all or a part of such AffectedPerson’s Commitment.  Upon notice fromthe Borrower, such Affected Person shall, or the Lender that has assigned aninterest in its Advances to such Affected Person shall cause such AffectedPerson to, assign, without recourse, its commitment to make Advances, itsoutstanding Advances or interests therein and its other rights and obligations(if any) hereunder, or a ratable share thereof, to the replacement bank,financial institution or Structured Lender designated by the Borrower andconsented to by the Administrative Agent (such consent not to be unreasonablywithheld or delayed) for a purchase price equal to the sum of the principalamount of the Advances or interests therein so assigned, all accrued and unpaidYield thereon and any other amounts (including Fees and any amounts owing underthis Article VI) to which such Affected Person is entitledhereunder; provided, that the Borrower shall provide such AffectedPerson with an Officer’s Certificate of CAR stating that such replacement bank,financial institution or Structured Lender has advised the Borrower that it isnot subject to, or has agreed not to seek, such increased amount.

 

# **EFFECTIVENESS; CONDITIONS TO ADVANCES**

#  

## ***Effectiveness***.  ThisAgreement shall become effective on the first day (the “Effective Date”)on which the Administrative Agent, on behalf of the Agents and the Lenders,shall have received the following, each in form and substance satisfactory toeach Agent:

 

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**Agreement.  This Agreement executed by each partythereto;**

 

**Notes.  For each Lender Group, a Note duly completedand executed by the Borrower and payable to the Agent for such Lender Group;**

 

**FeeLetter.  The Fee Letter, duly executedand delivered by the parties thereto, and evidence that all amounts required tobe paid on the Effective Date thereunder shall have been paid;**

 

**TransactionDocuments.  Executed counterparts of eachof the other Transaction Documents, the Backup Servicer Fee Letter and theCollateral Agent Fee Letter, duly executed by each of the parties thereto;**

 

**Resolutions.  A copy of the resolutions of the Board ofDirectors (or similar items) of each of the Borrower, the Servicer and theSeller approving the Transaction Documents to be delivered by it hereunder andthe transactions contemplated hereby, certified by its Secretary or AssistantSecretary; **

 

**Charters.  The Articles of Incorporation or certificateof organization of each of the Borrower, the Servicer and the Seller certifiedby the Secretary of State of its jurisdiction of organization; and a certifiedcopy of the Borrower’s, the Servicer’s and the Seller’s by-laws, limitedliability company agreement or the equivalent; **

 

**GoodStanding Certificates.  Good StandingCertificates for each of the Borrower, the Seller, and the Servicer issued bythe applicable Official Body of its jurisdiction of organization;**

 

**Incumbency.  A certificate of the Secretary or AssistantSecretary of each of the Borrower, the Servicer and the Seller certifying thenames and true signatures of the officers authorized on its behalf to sign thisAgreement and the other Transaction Documents to be delivered by it; **

 

**Filings.  Acknowledgment copies of proper FinancingStatements, as may be necessary under the UCC of all appropriate jurisdictionsor any comparable law to perfect the security interest of the Collateral Agenton behalf of the Secured Parties in all Borrower Collateral in which aninterest may be pledged hereunder; **

 

**Searches.  Copies of UCC financing statement liensearches certified by a party reasonably acceptable to each Agent), dated adate reasonably near to the date of the initial Advance, listing all effectivefinancing statements which name the Borrower or CAR (under their respectivepresent names and any previous names) as debtor and which are filed in thejurisdictions in which filings were made pursuant to Section 7.1(i),together with copies of such financing statements; **

 

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**Opinions.  Legal opinions of counsel for the CollateralAgent and the Backup Servicer in form and substance reasonably satisfactory tothe Administrative Agent covering such matters as the Administrative Agentshall reasonably request, and legal opinions of Troutman Sanders LLP, specialcounsel for the Borrower, CCRT, CAR and CAR Servicing, as to (i) the truesale of the Dealer Transaction Rights conveyed pursuant to the Sale andServicing Agreement, (ii) UCC creation, perfection and, where appropriate,priority opinions as to the security interest in Dealer Transaction Rights (andassuming such right constitutes a “payment intangible” under the UCC) and inthe Borrower Collateral, to the extent a security interest in such Collateralcan be perfected by the filing of a financing statement under the UCC as ineffect in the State of Georgia or Nevada, as applicable, (iii) enforceabilityof the Sale and Servicing Agreement against the Borrower, CAR and CARServicing, and of this Agreement and the related Transaction Documents againstthe Borrower, CAR, CAR Servicing and CCRT, (iv) non-consolidation underfederal bankruptcy law as to the Borrower, on the one hand, and CCRT, CAR, CARSAcquisition and CAR Servicing, on the other hand and(v) general corporatematters, each in form and substance reasonably satisfactory to theAdministrative Agent; **

 

**CommercialPaper Ratings.  Evidence reasonablysatisfactory to each initial Lender (e.g. ratings letters) that is a StructuredLender that its acquisition of Notes and the making of Advances hereunder willnot result in a reduction or withdrawal of the rating of its commercial papernotes by Moody’s, Standard & Poor’s or any other nationally recognizedrating agency rating its commercial paper notes;**

 

**TransitionServicing Agreement.  A transitionservicing agreement among Wells Fargo Financial America, Inc., thePredecessors in Interest and CARS Acquisition in form and substance acceptableto the Administrative Agent;**

 

**Payment ofFees.  Evidence that all fees payable onor prior to the Effective Date pursuant to the Fee Letter have been paid infull; and**

 

**PATRIOTAct.  All satisfactory information deemednecessary or desirable by the Administrative Agent with respect to theBorrower, CAR, the Servicer and CCRT in order for the Administrative Agent, theAgents and the Lenders to comply fully with their obligations under law,including without limitation, under the Uniting and Strengthening America byProviding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of2001, also known as the USA PATRIOT Act, as amended from time to time(including all regulations promulgated thereunder).**

 

## ***All Advances***.  The makingof each Advance (including the initial Advance) is subject to the conditionthat the Effective Date shall have occurred and to the following furtherconditions precedent that:

 

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**NoFacility Termination Event, etc.  Each ofthe Transaction Documents shall be in full force and effect and (i) noFacility Termination Event or Unmatured Facility Termination Event has occurredand is continuing or will result from the making of such Advance, (ii) therepresentations and warranties of the Borrower, the Servicer and the Sellercontained herein are true and correct in all material respects as of the dateof such requested Advance, with the same effect as though made on the date of(and after giving effect to) such Advance (except to the extent (A) suchrepresentation and warranties specifically relate to an earlier date or (B) suchrepresentations and warranties become untrue by reason of events or conditionsotherwise permitted under the Transaction Documents), (iii) after giving effectto such Advance, the aggregate outstanding principal balance of the Advanceshereunder will not exceed the lesser of the Facility Limit and the BorrowingBase and (iv) the Backup Servicer shall not have been appointed assuccessor Servicer; **

 

**AdvanceRequest, etc.  The Administrative Agentshall have received the Advance Request for such Advance (including acertification that the conditions described in subsections 7.2(a) through7.2(h) have been satisfied with respect thereto) in accordance with Section 2.2,together with all items required to be delivered in connection therewith;**

 

**FacilityTermination Date.  The FacilityTermination Date shall not have occurred;**

 

**MinimumAdvance Amount.  The amount of suchAdvance is not less than $1,000,000;**

 

**CustodialReceipt.  The Administrative Agent andthe Collateral Agent shall have received a duly completed and executedCustodial Receipt in respect of each Transferred Receivable identified in therelated Schedule of Contracts or Schedule of Subsequent Contracts, asthe case may be, if any, delivered since the date of the prior Advance;**

 

**BorrowingBase Confirmation.  The AdministrativeAgent shall have received an Officer’s Certificate dated the date of suchrequested Advance certifying the Borrowing Base in the form attached hereto as Exhibit C(a “Borrowing Base Confirmation”), computed as of the date of such Advance andafter giving effect thereto and to the purchase by the Borrower of any DealerTransaction Rights to be purchased by it under the Sale and Servicing Agreementon such date, demonstrating that the aggregate principal amount of all Advancesshall not exceed the Borrowing Base;**

 

**InterestRate Caps; Cap Funding Reserve Account. The Administrative Agent shall have received evidence, in form and substancesatisfactory to the Required Lenders, that the Borrower has arranged for theCollateral Agent to enter into Interest Rate Caps to the extent required by,and satisfying the requirements of, Section 11.6; and after giving effectto the Advance, to the transfer of Receivables and Dealer Transaction Rightsfrom the Seller to the Borrower on the date of such Advance and the applicationof the proceeds thereof in accordance with Section 2.3, the amount ondeposit in the Cap Funding Reserve Account is not less than the Cap FundingReserve Account Requirement, if any; and**

 

**NetSpread.  Net Spread shall be *** or moreafter giving effect to the Advance, to the transfer of Dealer TransactionRights from the Seller to the Borrower on the date of such Advance and theapplication of the proceeds thereof in accordance with Section 2.3.**

 

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NoLender which is a Structured Lender shall make any Advance unless such Lender’sSupport Facilities are in full force and effect.  If any such Structured Lender’s SupportFacilities are not in full force and effect, the Committed Lenders for suchStructured Lender shall make such Advance so long as the conditions to suchAdvance in this Section 7.2 are satisfied.

 

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# **ADMINISTRATION AND SERVICING OF RECEIVABLES**

#  

## ***Duties of the Servicer***.  TheServicer shall manage, service, administer and make collections on theTransferred Receivables and perform the other actions required by the Servicerunder the terms and provisions of the Sale and Servicing Agreement and thisAgreement.

##  

## ***Representations and Warranties of theServicer***.  The Servicer (so long as CAR, CAR Servicingor an Affiliate of CAR is the Servicer) represents, warrants and covenants asof the Effective Date and as of the date of each Advance as to itself:

##  

**Organizationand Good Standing.  It has been dulyorganized and is validly existing as a limited liability company in goodstanding under the laws of its jurisdiction of organization, with power andauthority to own its properties and to conduct its business as such propertiesare currently owned and such business is currently conducted, and had at allrelevant times;**

 

**DueQualification.  It is duly qualified todo business as a foreign limited liability company in good standing and hasobtained all necessary licenses and approvals in all jurisdictions where thefailure to do so would have a Material Adverse Effect with respect to theServicer;**

 

**Power andAuthority.  It has the power andauthority to execute and deliver this Agreement and the other TransactionDocuments to which it is a party and to perform its obligations hereunder andthereunder; and the execution, delivery and performance of this Agreement andthe Transaction Documents to which it is a party have been duly authorized bythe Servicer by all necessary corporate action;**

 

**BindingObligation.  This Agreement and theTransaction Documents to which it is a party (in any capacity) have beenexecuted and delivered by the Servicer and constitute its legal, valid andbinding obligations enforceable in all material respects in accordance withtheir respective terms, except as enforceability may be limited by bankruptcy,insolvency, reorganization, or other similar laws affecting the enforcement ofcreditors’ rights generally and by equitable limitations on the availability ofspecific remedies, regardless of whether such enforceability is considered in aproceeding in equity or at law;**

 

**NoViolation.  The execution, delivery andperformance of this Agreement and the Transaction Documents to which it is aparty, the consummation of the transactions contemplated thereby and thefulfillment of the terms thereof do not (A) conflict with, result in anybreach of any of the terms and provisions of, or constitute (with or withoutnotice or lapse of time) a default under, its articles of organization oroperating agreement, or any indenture, agreement, mortgage, deed of trust orother instrument to which it is a party or by which it or its properties arebound, (B) result in the creation or imposition of any Lien upon any ofits properties pursuant to the terms of any such indenture, agreement,mortgage, deed of trust or other instrument, other than this Agreement and theother Transaction Documents, or (c) violate any law, order, rule orregulation applicable to it of any Official Body having jurisdiction over it orany of its properties;**

 

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**NoProceedings.  There are no proceedings orinvestigations pending or, to its knowledge, threatened against it, before anyOfficial Body having jurisdiction over it or its properties (A) assertingthe invalidity of any of the Transaction Documents, (B) seeking to preventthe issuance of the Notes or the consummation of any of the transactionscontemplated by the Transaction Documents, (C) seeking any determinationor ruling that would have a Material Adverse Effect with respect to theServicer, (D) that would have a material adverse effect on the BorrowerCollateral, or (E) seeking to materially and adversely affect the federalincome tax or other federal, state or local tax attributes of the Notes orseeking to impose any excise, franchise, transfer or similar tax upon the Notesor the sale and assignment of the Transferred Receivables or Transferred DealerTransaction Rights hereunder;**

 

**NoConsents.  No consent, license, approval,authorization or order of, or registration, declaration or filing with, anyOfficial Body or other Person is required to be made in connection with theexecution, delivery or performance of this Agreement and the TransactionDocuments to which it is a party (in any capacity) or the consummation of thetransactions contemplated thereby, except such as have been duly made, effectedor obtained or to the extent the failure to obtain any such consent, license,approval, authorization or order, or to make any registration, declaration orfiling would not have a Material Adverse Effect with respect to the Servicer;**

 

**Taxes; ERISA.  The Servicer has filed on a timely basis alltax returns (including, without limitation, foreign, federal, state, local andotherwise) required to be filed, is not liable for taxes payable by any otherPerson and has paid or made adequate provisions for the payment of all taxes,assessments and other governmental charges due from the Servicer.  No tax lien or similar adverse claim has beenfiled, and no claim is being asserted, with respect to any such tax, assessmentor other governmental charge.  Any taxes,fees and other governmental charges payable by the Servicer in connection withthe execution and delivery of this Agreement and the other TransactionDocuments and the transactions contemplated hereby or thereby have been paid orshall have been paid if and when due. Each benefit plan, if any, of the Servicer that is a “defined benefit”plan as defined in Section 3(35) of ERISA is in compliance in all materialrespects with ERISA and there is no Lien of the Pension Benefit GuarantyCorporation on any of the Borrower Collateral;**

 

**InvestmentCompany Status.  It is not an “investmentcompany” within the meaning of the Investment Company Act of 1940, as amended,or is exempt from all provisions of such Act;**

 

**InformationTrue and Complete.  All informationheretofore or hereafter furnished by or on behalf of the Servicer in writing tothe Borrower, any Lender, any Agent or the Administrative Agent in connectionwith this Agreement or any transaction contemplated hereby is and will be, ineach case as of the date furnished or such other date(s) as to be specified inthe information furnished, true and complete in all material respects and doesnot and will not, in each case as of the date furnished or such other date(s)as to be specified in the information furnished, omit to state a material factnecessary to make the statements contained therein not misleading; and**

 

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**OtherDocuments.  The representations andwarranties made by it in each of the other Transaction Documents to which it isa party are true and correct in all material respects as of the date(s) made.**

 

## ***Intentionally Omitted***.

##  

## ***Servicing Fee; Payment of Certain Expenses byServicer; Backup Servicer Fee***.  On eachDistribution Date, the Servicer shall be entitled to receive out of theCollection Account the Servicing Fee – Senior and the Servicing Fee –Subordinate for the related Collection Period pursuant to Section 9.5.The Servicer shall be required to pay all expenses incurred by it in connectionwith its activities under this Agreement and the Sale and Servicing Agreement; provided,however, that if the Backup Servicer shall have become the successorServicer, the Servicer shall be entitled to reimbursement of its expenses asspecified in the Backup Servicer Fee Letter and Section 9.5.  On each Distribution Date, the BackupServicer shall be entitled to receive out of the Collection Account the BackupServicer Fee for the related Collection Period pursuant to Section 9.5.

##  

## ***Distribution Date Statement***.  No laterthan 2:00 p.m., New York City time, on each Determination Date, theServicer shall deliver to the Administrative Agent, the Collateral Agent andthe Backup Servicer a Distribution Date Statement executed by a ResponsibleOfficer of the Servicer.  The partieshereto acknowledge that the basis for calculating Yield on the Advances maychange between the date the Servicer delivers a Distribution Date Statement andthe related Distribution Date and that the amount the Servicer sets forth in aDistribution Date Statement as Yield accrued on the Advances as of the relatedDistribution Date is its good faith estimate of such Yield; in the event of anychange in calculating Yield during such period of time, the parties agree touse reasonable efforts to revise the Distribution Date Statement on or prior tosuch Distribution Date to reflect such changes, provided that if suchrevisions are not made by such time, then appropriate corrections shall be madeon the next Distribution Date.

##  

## ***Annual Statement as to Compliance; Notice ofServicer Default***.

##  

**TheServicer shall deliver to the Administrative Agent and the Collateral Agent onor before April 30 (or 120 days after the end of the Servicer’s fiscalyear, if other than December 31) of each year, beginning on April 30,2006, an officer’s certificate signed by any Responsible Officer of theServicer, dated as of the preceding December 31 (or other applicabledate), stating that (i) a review of the activities of the Servicer duringthe preceding 12-month period (or such other period as shall have elapsed fromthe Effective Date to the date of the first such certificate) and of itsperformance under this Agreement and the Sale and Servicing Agreement has beenmade under such officer’s supervision, and (ii) to such officer’sknowledge, based on such review, the Servicer substantially has fulfilled allits obligations under this Agreement and the Sale and Servicing Agreementthroughout such period, or, if there has been a default in the fulfillment ofany such obligation, specifying each such default known to such officer and thenature and status thereof.**

 

**TheServicer shall deliver to Administrative Agent, the Collateral Agent, theCustodian (if other than CAR) and the Backup Servicer, promptly after havingobtained knowledge thereof, but in no event later than two Business Daysthereafter, written notice in an Officers’ Certificate of any event that, withthe giving of notice or lapse of time, would become a Servicer Default, Eventof Default or a Facility Termination Event.**

 

## ***Quarterly Independent Accountants’ Report***.  8.  The Servicer shall cause BDO Siedman LLP orother firm of nationally recognized independent certified public accountants(the “Independent Accountants”), who may also render other services toCCRT, CAR, the Servicer or the Seller, to deliver to the Administrative Agent,on or before April 30, July 31, October 31 and January 31of each year, beginning on July 31, 2005, with respect to the fiscalquarter ended one month previously (or such other period as shall have elapsedfrom the Effective Date to the date of such certificate), a statement (the “Accountants’Report”) addressed to the Administrative Agent to the effect that (1) thefirm is independent of CCRT, CAR, the Seller and the Servicer within themeaning of the Code of Professional Ethics of the American Institute ofCertified Public Accountants, and (2) included therein is a report on theresults of the application of agreed upon procedures acceptable to the RequiredLenders (such procedures to be substantially similar to those set forth in theField Examination Report dated August 25, 2004 prepared for

 

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## ***DBNY by Evergreen Collateral Consulting, LLCprior to the occurrence and continuation of a Facility Termination Event) to (A) arandomly selected Distribution Date Statement including the delinquency,default and loss statistics required to be specified therein noting whether anyexceptions or errors in the Distribution Date Statements were found and (B) astatistically significant number of randomly selected Contract Files.  If, in its sole discretion, theAdministrative Agent at any time agrees that the Servicer need only provide anAccountant’s Report on annual basis, such statement will contain a report onfour randomly selected Distribution Date Statements from the precedingyear.  Such report shall set forth theagreed-upon procedures performed and will be made available to each of theAdministrative Agent,  Collateral Agent,and the Back-Up Servicer upon each such party reaching agreement with theIndependent Accountants concerning any potential terms or conditions associatedwith the report’s release.  In the eventthat such Independent Accountants require the Administrative Agent to agree tothe procedures to be performed by such firm in any of the reports required tobe prepared pursuant to this Section 8.7, the Agents shall directthe Administrative Agent in writing to so agree; it being understood and agreedthat the Administrative Agent will deliver such letter of agreement inconclusive reliance upon the written direction of the Agents, and theAdministrative Agent has not made any independent inquiry or investigation asto, and shall have no obligation or liability in respect of, the sufficiency,validity or correctness of such procedures. Notwithstanding the foregoing, if WFB shall become the successorServicer, such report (A) shall relate only to the Contracts and WFB’sservicing of the Contracts, (B) the fees and expenses of WFB associatedtherewith shall be reimbursable, and (C) the independence of theaccountants shall be only with respect to WFB and its Affiliates.***

##  

### **The Servicer shall promptly deliver to each Agent a copy of theaccountants’ letter delivered in connection with each Take-Out Securitization.**

### ** **

## ***Access to Certain Documentation andInformation Regarding Contracts. ***

##  

**TheServicer shall permit representatives of the Administrative Agent, each Agent,the Backup Servicer, the Collateral Agent and the Custodian at any time andfrom time to time, but, so long as no Event of Default has occurred and iscontinuing, no more than two times per year, during normal business hours asthe Administrative Agent, such Agent, the Backup Servicer, the Collateral Agentand the Custodian shall reasonably request, (a) to inspect and make copiesof and abstracts from its records relating to the Transferred Receivables andTransferred Dealer Transaction Rights, and (b) to visit its properties inconnection with the collection, processing or servicing of the TransferredReceivables and Transferred Dealer Transaction Rights for the purpose ofexamining such records, and to discuss matters relating to the TransferredReceivables and Transferred Dealer Transaction Rights or such Person’s performanceunder this Agreement and the other Transaction Documents with any officer oremployee of such Person having knowledge of such matters.  In each case, such access shall be affordedwithout charge.  In connection with anyinspection, the Administrative Agent, any Agent, the Backup Servicer, theCollateral Agent and the Custodian may institute procedures to permit it toconfirm the Obligor balances in respect of any Transferred Receivables orTransferred Dealer Transaction Rights. The Servicer agrees to render to the Administrative Agent, each Agent,the Backup Servicer, the Collateral Agent and the Custodian such clerical andother assistance as may be reasonably requested with regard to theforegoing.  Nothing in this Section 8.8shall derogate from the obligation of the Servicer to observe any applicablelaw prohibiting disclosure of information regarding the Obligors, and thefailure of any of them to provide access as a result of such obligation shallnot constitute a breach of this Section 8.8.**

 

#### *The Servicer shall make arrangements for theprompt and safe transfer of, and the Servicer shall provide to the BackupServicer, all necessary servicing files and records, including (as deemednecessary by the Backup Servicer at such time): (A) account documentation, (B) servicing system tapes (in aformat reasonably acceptable to the Backup Servicer), (C) account paymenthistory, (D) collections history and (E) the trial balances, in eachcase reflecting all applicable loan information, as of the following dates: (1) onan annual basis commencing December 31, 2005, (2) following theoccurrence and during the continuation of a Facility Termination Event under Section 14.1,monthly, and (3) on the close of business on the day immediately precedingthe day on which the Backup Servicer becomes the successor Servicer.*

 

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## ***Certain Duties of Backup Servicer***.

##  

**On orbefore each Determination Date, the Servicer shall deliver to theAdministrative Agent and the Backup Servicer a computer tape or a diskette orany other electronic transmission in a format reasonably acceptable to theAdministrative Agent and the Backup Servicer containing the information withrespect to the Transferred Receivables and Transferred Dealer TransactionRights as of the related Accounting Date necessary for preparation of theDistribution Date Statement relating to such Determination Date.**

 

**Prior toeach such Distribution Date, the Backup Servicer shall use such tape ordiskette (or other means of electronic transmission reasonably acceptable tothe Administrative Agent and the Backup Servicer) and review the relatedDistribution Date Statement in order to perform the following:**

 

confirm that the Distribution Date Statement iscomplete on its face or note any discrepancies;

 

verify the Aggregate Outstanding Principal Balance ofthe Transferred Receivables, the Delinquency Ratio, and the Charge-Off Ratio;and

 

review the mathematical accuracy of any informationrelating to the Collateral on the face of the Distribution Date Statement ornote any discrepancies.

 

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**In theevent of any discrepancy between the information set forth in (ii) or (iii) inclause (b) above as calculated by the Servicer from that determined orcalculated by the Backup Servicer, the Backup Servicer shall promptly reportsuch discrepancy to the Servicer and the Administrative Agent.  In the event of a discrepancy as described inthe preceding sentence, the Servicer and the Backup Servicer shall attempt toreconcile such discrepancies prior to the related Distribution Date, but in theabsence of a reconciliation, distributions on the related Distribution Dateshall be made by the Administrative Agent consistent with the informationprovided by the Servicer and the Servicer and the Backup Servicer shall attemptto reconcile such discrepancies prior to the next Determination Date.  If the Backup Servicer and the Servicer areunable to reconcile discrepancies with respect to such Distribution DateStatement by the next Determination Date, the Servicer shall cause theIndependent Accountants, at the Servicer’s expense, to examine the DistributionDate Statement and attempt to reconcile the discrepancies at the earliestpossible date.  The effect, if any, ofsuch reconciliation shall be reflected in the Distribution Date Statement forsuch next succeeding Determination Date.**

 

**Other thanthe duties specifically set forth in this Agreement, the Backup Servicer shallhave no obligations hereunder, including to supervise, verify, monitor oradminister the performance of the Servicer. The Backup Servicer shall have no liability for any actions taken oromitted by the Servicer, except for the express duties of the Backup Servicerset forth herein.  The Backup Servicershall have no liability for any obligation of the Servicer or for any errorcontained in any certificate, notice or data prepared by the Servicer (whetheror not verified by the Backup Servicer), such obligations being solely theobligations of the Servicer.**

 

**Uponappointment of the Backup Servicer as the successor Servicer, its obligationsas Backup Servicer shall terminate.**

 

## ***Consequences of a Servicer Default***.  If aServicer Default shall occur and be continuing, the Administrative Agent,acting at the direction of the Required Lenders, by written notice given to theServicer, may terminate all of the rights and obligations of the Servicerpursuant to the terms of the Sale and Servicing Agreement and appoint asuccessor pursuant to the terms thereof. In addition, upon the occurrence of a Servicer Default, the Servicershall, if so requested by the Administrative Agent, acting at the direction ofthe Required Lenders, deliver to the Backup Servicer its Monthly Records withintwo Business Days after demand therefor and a computer tape or diskette (or anyother means of electronic transmission reasonably acceptable to the BackupServicer) containing as of the close of business on the date of demand all ofthe data maintained by the Servicer in computer format in connection withservicing the Transferred Receivables and the Transferred Dealer TransactionRights.

##  

## ***Appointment of Backup Servicer as SuccessorServicer***.  On and after the termination of the Servicerpursuant to Section 8.10, the Backup Servicer (or any othersuccessor Servicer appointed by the Administrative Agent) shall be thesuccessor in all respects to the Servicer in its capacity as Servicer underthis Agreement and the Sale and Servicing Agreement and the transactions setforth or provided for in this Agreement and the Sale and Servicing Agreementand shall be subject to all the rights, responsibilities, restrictions, duties,liabilities and termination provisions relating thereto placed on the Servicerby the terms and provisions of this Agreement and the Sale and ServicingAgreement.

##  

Upon the notice to WFB that it shall be appointedsuccessor Servicer, WFB shall develop a reasonable transition plan and shall begranted a reasonable period of time, which shall not exceed 90 days, toimplement such plan and assume the obligations of the Servicer and theservicing of the Transferred Receivables and Transferred Dealer TransactionRights in accordance with its customary servicing procedures, including areasonable period of time to hire required personnel, load and configure thenecessary information onto its computer systems, establish necessary cashmanagement procedures, locate and contact the Obligors to redirect 

 

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payments, and any other transition related itemrequired or reasonably necessary to perform its obligations as Servicer orsubservicer.

 

WFB shall service the Transferred Receivables andTransferred Dealer Transaction Rights in its own name from centralized locationsusing its own personnel and properties and shall have no liability arising fromor responsibility for the personnel or properties of any other or predecessorServicer.  All powers, rights andauthorities granted to the Servicer are hereby granted to WFB and each of itsAffiliates and agents as are necessary, appropriate or convenient to performits functions as Servicer or subservicer. If WFB shall be a subservicer, the Servicer shall deliver to WFB copiesof all information delivered to or by it in its capacity as Servicer, and WFB’sobligations and liabilities shall be solely to the Servicer and not to anyother party or Person.  Any provision ofthis Agreement or the Sale and Servicing Agreement requiring WFB to use bestefforts shall require only reasonable efforts with respect thereto.

 

After termination of the Servicer pursuant to Section 8.10,if requested by the Collateral Agent, the Backup Servicer or successor Servicershall terminate each Lockbox Agreement and direct the Obligors to make allpayments under the Receivables Collateral directly to the successor Servicer orto a lockbox established by the successor Servicer at the direction of theCollateral Agent, at the prior Servicer’s expense.

 

In the event that WFB is appointed successor Servicer,if (a) WFB is later removed as Servicer other than due to a ServicerDefault with respect to WFB that has occurred and is continuing or (b) allor substantially all of the Contracts are sold in connection with an Event ofDefault, WFB shall be entitled to a termination fee, immediately payable incash as part of the Servicing Fee – Subordinate, in an amount equal to twotimes the average monthly fees of WFB over the preceding four CollectionPeriods.

 

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## ***Indemnification of Backup Servicer***.  Withoutlimiting any other rights which the Backup Servicer may have hereunder or underapplicable law, the Borrower agrees to indemnify the Backup Servicer, includingin its capacity as successor Servicer, and each of its successors, and assigns,from and against any and all damages, losses, claims, liabilities and relatedcosts and expenses, including reasonable attorneys’ fees and disbursementsawarded against or incurred by any of them arising out of or relating to anyTransaction Document or the transactions contemplated thereby or the use ofproceeds therefrom by the Borrower, the Seller or CAR, except (a) damages,losses, claims, liabilities, costs and expenses payable to such Person to theextent determined by a court of competent jurisdiction to have resulted fromgross negligence or willful misconduct on the part of any such Person or itsagent or subcontractor; and (b) any tax upon or measured by the net incomeon any such Person.

##  

## ***Delegation of Duties***.  TheServicer, including the Backup Servicer as successor Servicer, may at any timeappoint a subservicer or subcontractor to perform all or any portion of itsobligations as Servicer hereunder; provided that the Servicer shall beobligated and be liable for the performance of such obligations in accordancewith the provisions of this Agreement without diminution of such obligations byvirtue of the appointment of such subservicer or subcontractor to the sameextent as if the Servicer were alone performing such obligations.

##  

# **ACCOUNTS; PAYMENTS**

#  

## ***Borrower Accounts***.

##  

**On orprior to the Effective Date, the Servicer shall establish the CollectionAccount and the Cap Funding Reserve Account each in the name of the CollateralAgent for the benefit of the Secured Parties. The Collection Account and the Cap Funding Reserve Account shall each bean Eligible Account which is a segregated trust account initially establishedwith the Collateral Agent.  If at anytime the Collection Account or the Cap Funding Reserve Account ceases to be anEligible Account, the Collateral Agent, at the written direction of theServicer, shall transfer such account to another institution such that suchaccount shall meet the requirements of an Eligible Account.**

 

**Allamounts held in the Collection Account and the Cap Funding Reserve Account(collectively, the “Borrower Accounts”), shall, to the extent permitted byapplicable laws, rules and regulations, be invested by the CollateralAgent, as directed by the Servicer (so long as CAR, CAR Servicing or anAffiliate of CAR is the Servicer) in writing (or, if the Servicer fails toprovide such direction, amounts in the Collection Account shall be invested ininvestments described in clause (f) of the definition of PermittedInvestments), in Permitted Investments that mature not later than one BusinessDay prior to the Distribution Date for the Collection Period to which suchamounts relate.  Any such writtendirection shall certify that any such investment is authorized by this Section 9.1.  Investments in Permitted Investments shall bemade in the name of the Collateral Agent on behalf of the Secured Parties and,except as specifically required below, such investments shall not be sold ordisposed of prior to their maturity.  Thetaxpayer identification number associated with each Borrower Account shall bethat of the Borrower and the Borrower shall report for Federal, state and localincome tax purposes, the income, if any, represented by each BorrowerAccount.  If any amounts are needed fordisbursement from the Collection Account or the Cap Funding Reserve Account andsufficient uninvested funds are not available therein to make suchdisbursement, the Collateral Agent shall, at the written direction of theServicer, cause to be sold or otherwise converted to cash a sufficient amountof the investments in such account to make such disbursement upon the writtendirection of the Servicer (so long as CAR, CAR Servicing or an Affiliate of CARis the Servicer) or, if the Servicer shall fail to give such written direction,DBNY. **

 

Subject to theother provisions hereof, the Collateral Agent shall have sole control over eachsuch investment and the income thereon, and any certificate or other instrument

 

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evidencing anysuch investment, if any, shall be delivered directly to the Collateral Agent orits agent, together with each document of transfer, if any, necessary totransfer title to such investment to the Collateral Agent in a manner thatcomplies with this Section 9.1. All interest, dividends, gains upon sale and other income from, orearnings on, investments of funds in the Collection Account shall be depositedin the Collection Account and distributed pursuant to Section 9.5.  All interest, dividends, gains upon sale andother income from or earnings on, investments of funds in the Cap FundingReserve Account shall be deposited in the Collection Account and distributedpursuant to Section 9.5.  Ifthe Collateral Agent is given instructions by the Servicer to invest funds inany of the Borrower Accounts in investments other than investments of the typedescribed in clause (f) of the definition of “PermittedInvestments,” the Servicer agrees to assist the Administrative Agent incomplying with the requirements herein with respect to such investments.

 

## ***Servicer Reimbursements***.  TheServicer shall be entitled to be reimbursed from amounts on deposit in, or tobe deposited in, the Collection Account with respect to a Collection Period foramounts previously deposited in the Collection Account but later determined bythe Servicer to have resulted from mistaken deposits or postings or checksreturned for insufficient funds.  Theamount to be reimbursed hereunder shall be paid to the Servicer on or prior tothe related Distribution Date pursuant to Section 9.5(a)(iv).  Upon the request of the Administrative Agentor any Agent, the Servicer shall certify any amount to be reimbursed hereunderand shall supply such other information as may be necessary in the opinion ofthe Administrative Agent to verify the accuracy of such certification.  The Administrative Agent shall not be underany obligation to make the request described in the immediately precedingsentence.

##  

## ***Application of Collections***.  Withrespect to each Transferred Receivable or Transferred Dealer Transaction Right,payments by or on behalf of the Obligor shall be applied to interest andprincipal thereof to reduce the balance thereof in accordance with the terms ofsuch Transferred Receivable or Transferred Dealer Transaction Right and Section 5.02of the Sale and Servicing Agreement.

##  

## ***Additional Deposits***.  On orbefore each Determination Date, the Servicer (so long as CAR, CAR Servicing oran Affiliate of CAR is the Servicer) or the Borrower, as applicable, shalldeposit into the Collection Account the aggregate Repurchase Amounts withrespect to Repurchased Receivables or Repurchased Dealer TransactionRights.  All such deposits of RepurchaseAmounts shall be made in immediately available funds.  Upon receipt, the Collateral Agent shallremit to the Collection Account any amounts paid by a counterparty under anyInterest Rate Cap.

##  

## ***Distributions***.

##  

##### **Oneach Distribution Date prior to the occurrence and continuation of aTermination Event or an Event of Default, the Collateral Agent shalldistribute, at the written direction of the Servicer, from the CollectionAccount, in accordance with the applicable Distribution Date Statement providedby the Servicer, the Amount Available for such Distribution Date in thefollowing order of priority: **

 

FIRST, from the AmountAvailable, to the extent not previously paid by CAR or otherwise by or onbehalf of the Borrower, to the Backup Servicer, any accrued and unpaid fees andexpenses pursuant to the Backup Servicer Fee Letter, which expenses shall notexceed the amount of the Capped Fees/Expenses – Backup Servicer;

 

SECOND, from theremaining Amount Available, to the extent not previously paid by CAR orotherwise by or on behalf of the Borrower, to the Administrative Agent, anyaccrued and unpaid fees, if any, and expenses (including those of its legalcounsel) for the related Collection Period pursuant to the Administrative AgentFee Letter, which expenses shall not exceed the amount of the CappedFees/Expenses –Administrative Agent and to the Collateral Agent, any accruedand 

 

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unpaid fees and expenses(including those of its legal counsel) for the related Collection Periodpursuant to the Collateral Agent Fee Letter, which expenses shall not exceedthe amount of the Capped Fees/Expenses –Collateral Agent;

 

THIRD, from the remainingAmount Available, if the Custodian is not CAR or an Affiliate of CAR, to theextent not previously paid by CAR or otherwise by or on behalf of the Borrower,to the Custodian, any accrued and unpaid fees and expenses (including those ofits legal counsel) for the related Collection Period pursuant to the CustodianFee Letter, which expenses shall not exceed the amount of the Capped Fees/Expenses– Custodian;

 

FOURTH, from theremaining Amount Available, to the Servicer, any accrued and unpaid ServicingFees — Senior, and any transition expenses payable to a successor Servicerpursuant to the Sale and Servicing Agreement to the extent not paid by thepredecessor Servicer, provided, that such transition expenses, includingtravel, boarding fees, mailing costs, obligor letters (welcome and goodbye) anddocument packaging and shipping, shall not exceed 200,000 in the aggregate andthe amounts specified in Section 9.2 to the extent the Servicer hasnot reimbursed itself in respect of such amounts pursuant to Section 9.6;

 

FIFTH, from the remainingAmount Available, to the Administrative Agent, on behalf of the Lenders, anamount equal to Yield on the Advances accrued during the Accrual Period withrespect to such Distribution Date (and any Yield with respect to any priorAccrual Period to the extent not paid on a prior Distribution Date), and theFees payable on such Distribution Date pursuant to the Fee Letter (and any Feesdue and not paid on a prior Distribution Date);

 

SIXTH, from the remainingAmount Available, to the Administrative Agent, on behalf of the Lenders, torepay pursuant to Section 2.6(b) the principal amount ofAdvances in an amount equal to the excess, if any, of the then outstandingprincipal amount of all Advances over the Borrowing Base with respect to suchDistribution Date;

 

SEVENTH, from theremaining Amount Available, to the Servicer, any accrued and unpaid ServicingFees — Subordinate;

 

EIGHTH, from theremaining Amount Available, to the Administrative Agent, for the benefit ofAffected Persons any Increased Costs and other unpaid amounts then due andowing pursuant to Section 6.1; and

 

NINTH, from the remainingAmount Available, to the Borrower.

 

##### **Oneach Distribution Date following the occurrence and continuation of a FacilityTermination Event or an Event of Default, the Collateral Agent shall distributefrom the Collection Account, in accordance with the applicable DistributionDate Statement provided by the Servicer, the Amount Available for suchDistribution Date in the following order of priority:**

 

FIRST, from the AmountAvailable, to the extent not previously paid by CAR or otherwise by or onbehalf of the Borrower, to the Backup Servicer, any accrued and unpaid fees andexpenses pursuant to the Backup Servicer Fee Letter, which expenses shall notexceed the amount of the Capped Fees/Expenses – Backup Servicer;

 

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SECOND, from theremaining Amount Available, to the extent not previously paid by CAR orotherwise by or on behalf of the Borrower, to the Administrative Agent, anyaccrued and unpaid fees and expenses (including those of its legal counsel) forthe related Collection Period pursuant to the Administrative Agent Fee Letter,which expenses shall not exceed the amount of the Capped Fees/Expenses –AdministrativeAgent and to the Collateral Agent, any accrued and unpaid fees and expenses(including those of its legal counsel) for the related Collection Periodpursuant to the Collateral Agent Fee Letter, which expenses shall not exceedthe amount of the Capped Fees/Expenses –Collateral Agent;

 

THIRD, from the remainingAmount Available, if the Custodian is not CAR or an Affiliate of CAR, to theextent not previously paid by CAR or otherwise by or on behalf of the Borrower,to the Custodian, any accrued and unpaid fees and expenses (including those ofits legal counsel) for the related Collection Period pursuant to the CustodianFee Letter, which expenses shall not exceed the amount of the CappedFees/Expenses – Custodian;

 

FOURTH, from theremaining Amount Available, to the Servicer, any accrued and unpaid ServicingFees — Senior, and any transition expenses payable to a successor Servicerpursuant to the Sale and Servicing Agreement to the extent not paid by thepredecessor Servicer, provided, that such transition expenses, includingtravel, boarding fees, mailing costs, obligor letters (welcome and goodbye) anddocument packaging and shipping, shall not exceed $200,000 in the aggregate andthe amounts specified in Section 9.2 to the extent the Servicer hasnot reimbursed itself in respect of such amounts pursuant to Section 9.6;;

 

FIFTH, from the remainingAmount Available, to the Administrative Agent, on behalf of the Lenders, anamount equal to Yield on the Advances accrued during the Accrual Period withrespect to such Distribution Date (and any Yield with respect to any priorAccrual Period to the extent not paid on a prior Distribution Date), and theFees payable on such Distribution Date pursuant to the Fee Letter (and any Feesdue and not paid on a prior Distribution Date)

 

SIXTH, from the remaining Amount Available, to theAdministrative Agent on behalf of the Lenders, the principal amount ofoutstanding Advances until such Advances are paid in full;

 

SEVENTH, from theremaining Amount Available, to the Administrative Agent, for the benefit ofAffected Persons any Increased Costs and other unpaid amounts then due andowing pursuant to Section 6.1;

 

EIGHTH, from theremaining Amount Available, to the Servicer, any accrued and unpaid ServicingFees — Subordinate;

 

NINTH, from the remainingAmount Available, to the Borrower.

 

##### **Oneach Interim Distribution Date, the Collateral Agent shall, at the writtendirection of the Servicer**(solong as CAR, CAR Servicing or an Affiliate of CAR is the Servicer) delivered atleast two Business Days prior to such Interim Distribution Date, withdraw from the Collection Account and distribute thefollowing amounts in the following order of priority:  

 

FIRST, to theAdministrative Agent, on behalf of the Lenders, Yield and Fees accrued inrespect of the Advances being paid or prepaid on such date; and

 

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SECOND, to theAdministrative Agent, on behalf of the Lenders, an amount equal to the Advancesbeing paid or prepaid on such date.

 

##### **Onany Business Day, the Borrower may request in writing that the Collateral Agentwithdraw Excess Funds from the Collection Account and distribute such amountsto, or as directed by, the Borrower so long as the following conditions havebeen satisfied: **

 

the Borrower shall have provided the AdministrativeAgent with one Business Day’s prior written notification of the amount ofExcess Funds to be distributed and the date of such distribution and shall haveprovided the Collateral Agent written notification of the amount of ExcessFunds to be distributed and the date of such distribution prior to noon, NewYork City time, on the date of such distribution;

 

before and after giving effect to such distribution(and after including in the Aggregate Outstanding Principal Balance on such daythe Dealer Transaction Rights and related Receivables transferred to theBorrower on such day), no Borrowing Base Deficiency shall exist;

 

the Servicer shall have provided the AdministrativeAgent with prior written confirmation of the amount of Excess Funds;

 

no Facility Termination Event or Unmatured FacilityTermination Event shall have occurred and be continuing; and

 

no Level Two Trigger Event shall have occurred and becontinuing, provided that the Servicer mayrequest that the Collateral Agent withdraw Excess Funds from the CollectionAccount following the occurrence of a Level Two Trigger if the Servicer shallbe delivering to the Collateral Agent and the Administrative Agent dailyreports on Collections, Delinquent Receivables, Defaulted Receivables, theAggregate Outstanding Principal Balance, the Borrowing Base and such other informationas the Administrative Agent may reasonably request.

 

## ***Net Deposits***.  So long as no Servicer Default has occurredand is continuing, the Servicer may make the remittances to be made by itpursuant to Sections 9.3 and 9.4 net of amounts (which amounts maybe netted prior to any such remittance for a Collection Period) to bedistributed to it pursuant to Section 9.2, 9.5(a)(iii) or 9.5(b)(ii); provided, however, that the Servicer shallaccount for all of such amounts in the related Distribution Date Statement asif such amounts were deposited and distributed separately; and provided,further, that if an error is made by the Servicer in calculating theamount to be deposited or retained by it, with the result that an amount lessthan required is deposited in the Collection Account, the Servicer shall make apayment of the deficiency to the Collection Account immediately upon becomingaware, or receiving notice from the Administrative Agent or Collateral Agent orany Agent, of such error.

 

# **REPRESENTATIONS AND WARRANTIES**

#  

In order to induce the other parties hereto to enterinto this Agreement and, in the case of the Lenders, to make Advanceshereunder, the Borrower hereby represents and warrants to the AdministrativeAgent, the Backup Servicer and the Investors, as of the Effective Date and thedate of each Advance (unless otherwise indicated), as follows:

 

## ***Organization and Good Standing***.  It has beenduly organized and is validly existing under the laws of the jurisdiction ofits organization, with power and authority to own its properties and to conductits business as such

 

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## ***properties are currently owned and suchbusiness is currently conducted.  It hadat all relevant times and now has, power, authority and legal right, in thecase of the Borrower, to acquire and own the Transferred Receivables, theTransferred Dealer Transaction Rights and the Other Conveyed Property, and togrant to the Collateral Agent a security interest in the TransferredReceivables, the Transferred Dealer Transaction Rights, the Other ConveyedProperty and the other Borrower Collateral.***

##  

## ***Due Qualification***.  It is dulyqualified to do business and has obtained (or prior to the Initial Closing Datewill have obtained) all necessary licenses and approvals in all jurisdictionswhere the failure to do so would have a Material Adverse Effect with respect tothe Borrower.

##  

## ***Power and Authority***.  It has thepower and authority to execute and deliver this Agreement and the otherTransaction Documents to which it is a party and to CARS Acquisition out itsterms and their terms, respectively; the Borrower has full power and authorityto grant to the Collateral Agent, for the benefit of the Secured Parties, aperfected first priority security interest in the Borrower Collateral and hasduly authorized such grant by all necessary corporate action; and theexecution, delivery and performance of this Agreement and the other TransactionDocuments to which it is a party have been duly authorized by each such Personby all necessary corporate or limited liability company action.

##  

## ***Security Interest; Binding Obligations***.  ThisAgreement and the Transaction Documents to which it is a party have been dulyexecuted and delivered; this Agreement (together with the filing of anyrequired financing statements) shall create a valid first priority perfectedsecurity interest (except, as to priority, for any Permitted Liens that mayarise after the Effective Date, to the extent granted priority under applicablelaw (except to the extent the Collateral Agent has elected not to perfect suchSecurity Interest) in the Borrower Collateral in favor of the Collateral Agent,for the benefit of the Secured Parties, enforceable against the Borrower andcreditors of the Borrower and any Affiliate thereof (including CAR), to theextent (as to perfection and priority) that a security interest in saidBorrower Collateral may be perfected by the filing of a financing statementunder the applicable UCC; and this Agreement and the other TransactionDocuments to which it is a party shall constitute legal, valid and bindingobligations of each such Person enforceable in accordance with their respectiveterms, except as enforceability may be limited by bankruptcy, insolvency,reorganization or other similar laws affecting the enforcement of creditors’rights generally and by equitable limitations on the availability of specificremedies, regardless of whether such enforceability is considered in aproceeding in equity or at law.

##  

## ***No Violation***.  Theconsummation of the transactions contemplated by this Agreement and the otherTransaction Documents to which it is a party, and the fulfillment of the termsof this Agreement and the other Transaction Documents to which it is a party,shall not conflict with, result in any breach of any of the terms andprovisions of, or constitute (with or without notice or lapse of time) adefault under, the articles of incorporation or bylaws or the equivalent ofsuch Person, or any indenture, agreement, mortgage, deed of trust or otherinstrument to which such Person is a party or by which it is bound or any ofits properties are subject in any material respect, or result in the creationor imposition of any Lien (other than Permitted Liens) upon any of its propertiespursuant to the terms of any such indenture, agreement, mortgage, deed of trustor other instrument, other than this Agreement, or violate any law, order, rule orregulation applicable to such Person of any Official Body having jurisdictionover such Person or any of its properties, or in any way materially adverselyaffect such Person’s ability to perform its obligations under this Agreement orthe other Transaction Documents to which it is a party.

##  

## ***No Proceedings***.  There areno proceedings or investigations pending or, to the knowledge of such Person,threatened against such Person, before any court or Official Body havingjurisdiction over it or its properties (A) asserting the invalidity ofthis Agreement or any of the other Transaction Documents, (B) seeking toprevent the consummation of any of the transactions contemplated by thisAgreement or any of the other Transaction Documents, (C) seeking anydetermination or ruling that would materially and adversely affect theperformance by such Person of its obligations under, or the validity orenforceability of, this Agreement or any of the other Transaction Documents, (D) thatwould have a material adverse effect on the Transferred Receivables, theTransferred Dealer Transaction Rights or other Borrower Collateral or (E) seekingto materially and adversely affect the federal income tax or other federal,state or local tax attributes of the Notes or seeking to impose any excise,franchise, transfer or similar tax upon the Notes or the sale and assignment ofthe Transferred Receivables, Transferred Dealer Transaction Rights and theother Borrower Collateral hereunder.

##  

## ***No Consents***.  It is notrequired to obtain the consent of any other party or any approval,authorization, consent, license, approval or authorization, or registration ordeclaration with, any Official Body or other Person in connection with theexecution, delivery, performance, validity or enforceability of this Agreementor the other Transaction Documents to which it is a party, except such as havebeen duly made, effected or obtained.

##  

## ***Solvency***.  It issolvent and will not become insolvent after giving effect to the transactionscontemplated by this Agreement and the Transaction Documents.  The Borrower has no Indebtedness to anyPerson other than pursuant

 

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## *** tothis Agreement and the other Transaction Documents except such Indebtedness tothe Seller as has been subordinated to the Borrower’s obligations under thisAgreement.  After giving effect to thetransactions contemplated by this Agreement and the other TransactionDocuments, it will have an adequate amount of capital to conduct its businessin the foreseeable future.***

##  

## ***Tax Treatment***.  For federalincome tax purposes, the Borrower or Seller will be treated as the owner of theTransferred Receivables, Transferred Dealer Transaction Rights and OtherConveyed Property, the Borrower or the Seller will be treated as the borrowerunder this Agreement, and the Advances made under this Agreement will betreated as the Indebtedness of the Borrower or the Seller.  For legal purposes, the Seller and theBorrower will treat the purchase or absolute assignment of the TransferredReceivables, Transferred Dealer Transaction Rights and Other Conveyed Propertypursuant to the Sale and Servicing Agreement as a purchase or absoluteassignment of the relevant Seller’s full right, title and ownership interest insuch Transferred Receivables, Transferred Dealer Transaction Rights and OtherConveyed Property.  For avoidance ofdoubt, CAR may consolidate the Borrower and/or its properties and other assetsfor accounting purposes.

##  

## ***Compliance With Laws***.  It hascomplied and will comply in all material respects with all applicable laws,rules, regulations, judgments, agreements, decrees and orders with respect toits business and properties and all Borrower Collateral.

##  

## ***Taxes***.  It hasfiled on a timely basis all tax returns (including, without limitation,foreign, federal, state, local and otherwise) required to be filed, is notliable for taxes payable by any other Person and has paid or made adequateprovisions for the payment of all taxes, assessments and other governmentalcharges due from such Person.  No taxlien or similar adverse claim has been filed, and no claim is being asserted,with respect to any such tax, assessment or other governmental charge.  Any taxes, fees and other governmentalcharges payable by such Person in connection with the execution and delivery ofthis Agreement and the other Transaction Documents and the transactionscontemplated hereby or thereby including the transfer of each TransferredReceivables, each Transferred Dealer Transaction Right and Other ConveyedProperty to such Person have been paid or shall have been paid if and when dueat or prior to the Effective Date and the relevant Purchase Date, as the casemay be.

##  

## ***Certificates***.  EachDistribution Date Statement, Advance Request and Borrowing Base Confirmation isaccurate in all material respects as of the date thereof.

##  

## ***No Liens, Etc.***  The BorrowerCollateral and each part thereof is owned by the Borrower free and clear of anyAdverse Claim or restrictions on transferability and the Borrower has the fullright, corporate power and lawful authority to assign, transfer and pledge thesame and interests therein, and upon the making of each Advance, the CollateralAgent, for the benefit of the Secured Parties, will have acquired a perfected,first priority and valid security interest (except, as to priority, for anyPermitted Liens that may arise to the extent granted priority under applicablelaw) in such Borrower Collateral, free and clear of any Adverse Claim orrestrictions on transferability, to the extent (as to perfection and priority)that a security interest in said Borrower Collateral may be perfected under theapplicable UCC.  No effective financingstatement or other instrument similar in effect covering all or any part of theBorrower Collateral is on file in any recording office, except such as will bereleased on the Effective Date or as may have been filed in favor of theCollateral Agent as “Secured Party” pursuant hereto or as necessary oradvisable to effect the sales contemplated by the Sale and Servicing Agreement.

##  

## ***Purchase and Sale***.  Aftergiving effect to the making of the Advances and the application of the proceedsthereof on each Purchase Date, the Borrower Collateral will have been purchasedby or contributed to the Borrower on such Purchase Date pursuant to the Saleand Servicing Agreement and all amounts owing to the Seller as considerationtherefor will be paid in full (other than amounts due under the PromissoryNotes).

##  

## ***Information True and Complete***.  Allinformation heretofore or hereafter furnished by or on behalf of such Person inwriting to any Lender, any Agent or the Administrative Agent in connection withthis Agreement or any transaction contemplated hereby is and will be true andcomplete in all material respects and does not and will not omit to state amaterial fact necessary to make the statements contained therein notmisleading.

##  

## ***ERISA Compliance***.  It has nobenefit plans subject to ERISA.

##  

## ***Financial or Other Condition***.  There hasbeen no material adverse change in its financial condition, business, orresults of operations since the date of organization.

##  

## ***Investment Company Status***.  It is notan “investment company” or an “affiliated person” of, or “promoter” or “principalunderwriter” for, an “investment company,” as such terms are defined in theInvestment Company Act of 1940, as amended.

##  

## ***Eligible Receivables***.  AllTransferred Receivables included by the Borrower in the Borrowing Base as ofthe most recently delivered Distribution Date Statement or Borrowing BaseConfirmation are Eligible Receivables.

##  

## ***Use of Proceeds***.  Neither theBorrower, the Seller nor CAR is engaged in the business of extending credit forthe purpose of purchasing or CARS Acquisition margin stock (as defined inRegulation U (12 CFR Part 221) of the 

 

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## ***Board of Governors of the Federal ReserveSystem) and none of the proceeds of the Advances will be used, directly orindirectly, for a purpose that violates Regulation T, Regulation U, RegulationX or any other regulation promulgated by the Board of Governors of the Federal ReserveSystem from time to time.***

##  

## ***Separate Existence***.  TheBorrower is operated as an entity with assets and liabilities distinct fromthose of CCRT, CAR, the Seller and any other Affiliates of the Borrower, theSeller, CCRT or CAR, and the Borrower hereby acknowledges that theAdministrative Agent, each of the Agents and each of the Lenders are enteringinto the transactions contemplated by this Agreement in reliance upon theBorrower’s identity as a separate legal entity from CCRT, CAR, the Seller andeach such Affiliate.  Since itsformation, the Borrower has been (and will be) operated in such a manner as tocomply with the covenants set forth in Section 11.5.

##  

## ***Investments***.  TheBorrower does not own or hold, directly or indirectly, any capital stock or equitysecurity of, or any equity interest in, any Person, other than, in the case ofthe Borrower, the Permitted Investments in the Borrower Accounts.

##  

## ***Representation and Warranties True andComplete***.  Each of the representations and warranties ofsuch Person contained in this Agreement and the other Transaction Documents istrue and complete in all material respects and such Person hereby makes eachsuch representation and warranty to, and for the benefit of, the AdministrativeAgent and the other Secured Parties as if the same were set forth in fullherein.

##  

## ***Transaction Documents***.  The Saleand Servicing Agreement is the only agreement pursuant to which the Borrowerpurchases and receives contributions of Transferred Dealer Transaction Rightsand Transferred Receivables, and the Transaction Documents delivered to theAdministrative Agent represent all material agreements between the Seller, onthe one hand, and the Borrower, on the other. It has furnished to the Administrative Agent and each Agent true, correctand complete copies of each Transaction Document to which it is a party, eachof which is in full force and effect. Neither the Borrower, the Seller nor any Affiliate party thereto is indefault of any of its obligations thereunder in any material respect.  All such assets are transferred to theBorrower without recourse to the Seller except as described in the Sale andServicing Agreement.  The purchases ofsuch assets by the Borrower constitute valid and true sales for consideration(and not merely a pledge of such assets for security purposes) and thecontributions of such assets received by the Borrower constitute valid and truetransfers for consideration, each enforceable against creditors of the Seller,and no such assets shall constitute property of the Seller.

##  

## ***Ownership of the Borrower***.  One hundredpercent (100%) of the outstanding capital stock of the Borrower is and will bedirectly owned (both beneficially and of record) by CARS Acquisition.  All such stock is and will be validly issued,and there are no options, warrants or other rights to acquire shares or otherequity rights in the Borrower.

 

 

# **BORROWER COVENANTS**

#  

From the date hereof until the first day following theFacility Termination Date on which all Obligations shall have been finally andfully paid and performed, the Borrower hereby covenants and agrees with theInvestors, the Custodian, the Administrative Agent and the Collateral Agentthat:

 

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## ***Protection of Security Interest ofthe Secured Parties***.

##  

##### **Ator prior to the Effective Date, the Borrower shall have filed or caused to befiled a UCC-1 financing statement, naming the Borrower as debtor, naming theCollateral Agent (for the benefit of the Secured Parties) as secured party anddescribing the Borrower Collateral, with the office of the Secretary of Stateof the State of Nevada.  From time totime thereafter, the Borrower shall file such financing statements and cause tobe executed and filed such continuation statements, all in such a manner and insuch places as may be required by law fully to preserve, maintain and protectthe interest of the Secured Parties under this Agreement in the BorrowerCollateral and in the proceeds thereof to the extent a security interest insuch Collateral can be perfected by the filing of a financing statement underthe UCC.  The Borrower shall deliver (orcause to be delivered) to the Administrative Agent and the Collateral Agentfile-stamped copies of, or filing receipts for, any financing statement,statement of continuation or statement of amendment filed as provided above, assoon as available following such filing. In the event that the Borrower fails to perform its obligations underthis subsection, the Collateral Agent at the direction of the Required Lendersmay do so, in each case at the expense of the Borrower.**

 

##### **TheBorrower shall not change its name, identity or corporate structure in anymanner that would, make any financing statement or continuation statement filedby the Borrower (or by the Collateral Agent on behalf of the Borrower) inaccordance with paragraph (a) above seriously misleading or change itsjurisdiction of organization, unless the Borrower shall have given theCollateral Agent at least 30 days prior written notice thereof, and shallpromptly file appropriate amendments to all previously filed financingstatements and continuation statements.**

 

##### **TheBorrower shall maintain its computer systems, if any, so that, from and afterthe time of the first Advance under this Agreement, the Borrower’s mastercomputer records (including archives) that shall refer to the BorrowerCollateral indicate clearly that such Borrower Collateral is subject to firstpriority security interest in favor of the Collateral Agent, for the benefit ofthe Secured Parties.  Indication of theCollateral Agent’s (for the benefit of the Secured Parties) security interestshall be deleted from or modified on the Borrower’s computer systems when, andonly when, the Borrower Collateral in question shall have been paid in full,the security interest under this Agreement has been released in accordance withits terms, with respect to any Transferred Receivables, upon such TransferredReceivables becoming a Repurchased Receivable or otherwise as expresslypermitted by the Sale and Servicing Agreement or by this Agreement.  Notwithstanding the foregoing, until theServicer shall have in effect a new computer system for maintaining records fromthat in effect on the Initial Closing Date, the covenant set forth in thisclause (c) shall not apply.**

 

##### **Withoutlimiting any of the other provisions hereof, if at any time the Borrower shallpropose to sell, grant a security interest in, or otherwise transfer anyinterest in motor vehicle receivables or dealer transaction rights to anyprospective lender or other transferee, the Borrower shall give to suchprospective lender or other transferee computer tapes, records, or print-outs(including any restored from archives) that, if they shall refer in any mannerwhatsoever to any Borrower Collateral, shall indicate clearly that suchBorrower Collateral is subject to a first priority security interest in favorof the Collateral Agent, for the benefit of the Secured Parties.**

 

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##### **TheBorrower agrees that at any time and from time to time, at its expense, itshall promptly execute and deliver all further instruments and documents, andtake all reasonable further action, that may be necessary or desirable or thatthe Required Lenders may reasonably request to perfect and protect theassignments and security interests granted or purported to be granted by thisAgreement or to enable the Collateral Agent or any of the Secured Parties toexercise and enforce its rights and remedies under this Agreement with respectto any Borrower Collateral.  Withoutlimiting the generality of the foregoing, the Borrower shall execute and filesuch financing or continuation statements, or amendments thereto, and such otherinstruments or notices as may be necessary or desirable or that the RequiredLenders may reasonably request to protect and preserve the assignments andsecurity interests granted by this Agreement. The Borrower shall in no circumstance be required to obtain a securityinterest in favor of the Borrower or the Collateral Agent in a Financed Vehicleby causing the Borrower’s or the Collateral Agent’s name to be reflected on theTitle Document for such Financed Vehicle. The Borrower is in compliance with this Agreement and the otherTransaction Documents in respect of perfection in the Financed Vehicle so longas the Title Documents for the Financed Vehicle reflects that the Seller, theDealer, a Predecessor in Interest or an initial lender has a security interestin such Financed Vehicle, and the Seller has a blanket or individual power ofattorney from the named lienholder authoring the Seller to do all actsnecessary to perfect in the Seller’s name any liens or security interests insuch Financed Vehicle.**

 

##### **TheBorrower and each Secured Party hereby severally authorize the CollateralAgent, upon receipt of written direction from the Required Lenders (if theBorrower has failed to fulfill its duties under Section 11.1(e)), to fileone or more financing or continuation statements, and amendments thereto,relating to all or any part of the Borrower Collateral.**

 

##### **Itshall furnish to the Administrative Agent and the Collateral Agent from time totime such statements and schedules further identifying and describing theReceivables Collateral and such other reports in connection with the BorrowerCollateral as the Required Lenders may reasonably request, all in reasonabledetail.**

 

## ***Other Liens or Interests***.  Except for the security interest grantedhereunder, the Borrower will not sell, pledge, assign or transfer to any otherPerson, or grant, create, incur, assume or suffer to exist any Lien on theBorrower Collateral or any interest therein (other than Permitted Liens), andthe Borrower shall defend the right, title, and interest of the CollateralAgent (for the benefit of the Secured Parties) and the Investors in and to theBorrower Collateral against all claims of third parties claiming through orunder the Borrower.

 

## ***Costs and Expenses***.  The Borrower shall pay all of its reasonablecosts and disbursements in connection with the performance of its obligationshereunder and under the Transaction Documents.

 

## ***Reporting Requirements***.  The Borrower shall furnish, or cause to befurnished, to the Administrative Agent:

 

##### **assoon as available and in any event within 120 days (or next succeeding BusinessDay if the last day of such period is not a Business Day) after the end of eachfiscal year, (i) a copy of CCRT and its consolidated subsidiaries’ auditedfinancial statements, certified without qualification by IndependentAccountants acceptable to the Required Lenders, and each other report orstatement sent to shareholders or publicly filed by CAR, CCRT, the Seller orthe Borrower and (ii) a copy of CARS Acquisition and its consolidatedsubsidiaries’ unaudited financial statements, certified by its chief financialofficer; **

 

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##### **assoon as available and in any event within 45 days (or next succeeding BusinessDay if the last day of such period is not a Business Day) after the end of eachof the first three quarters of each fiscal year of CCRT and CARS Acquisition, aconsolidated balance sheet of each of CCRT and its consolidated Subsidiariesand CARS Acquisition and its consolidated Subsidiaries as of the end of suchquarter and including the prior comparable period, and consolidated statementsof income and retained earnings of each of CCRT and its consolidatedSubsidiaries and CARS Acquisition and its consolidated Subsidiaries for suchquarter and for the period commencing at the end of the previous fiscal yearand ending with the end of such quarter, certified by the chief financialofficer or chief accounting officer of CCRT or CARS Acquisition identifyingsuch documents as being the documents described in this paragraph (b) andstating that the information set forth therein fairly presents the financialcondition of CCRT or CARS Acquisition and its consolidated Subsidiaries as ofand for the periods then ended, subject to year-end adjustments and confirmingcompliance with all financial covenants applicable to CCRT or CARS Acquisitionin the Transaction Documents;**

 

##### **assoon as possible and in any event within five days after the occurrence of aFacility Termination Event or Unmatured Facility Termination Event, an Officer’sCertificate of the Borrower or CAR setting forth complete details of suchFacility Termination Event or Unmatured Facility Termination Event and theaction which the Borrower has taken, is taking and proposes to take withrespect thereto; **

 

##### **promptly,from time to time, such other information, documents, records or reportsrespecting the Transferred Receivables, Transferred Dealer Transaction Rights,the Other Conveyed Property related thereto or the Financed Vehicles relatedthereto, the other Borrower Collateral or the results of operations orfinancial condition, of the Borrower or the Seller as any Agent may, from timeto time, reasonably request; and**

 

##### **notwithstandingthe foregoing, with respect to financial statements and materials and reportingrequirements pursuant to this Section by CCRT, the timely filing of suchmaterials with the Securities Exchange Commission’s EDGAR system shallconstitute delivery thereof pursuant to this Section 11.4. **

 

## ***Separate Existence***.

 

##### **TheBorrower shall conduct its business solely in its own name through its dulyauthorized officers or agents so as not to mislead others as to the identity ofthe entity with which such persons are concerned, and shall use commerciallyreasonable efforts to avoid the appearance that it is conducting business onbehalf of any Affiliate thereof or that the assets of the Borrower areavailable to pay the creditors of CCRT, CAR or any Affiliate thereof (otherthan as expressly provided herein).**

 

##### **Itshall maintain corporate records and books of account separate from those ofCCRT, CAR and any other Affiliate thereof.**

 

##### **Itshall obtain proper authorization for all corporate action requiring suchauthorization.**

 

##### **Otherthan organizational expenses and as expressly provided herein or in the otherTransaction Documents, it shall pay its own operating expenses and liabilitiesfrom its own funds.**

 

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##### **Itwill insure that the annual financial statements of CCRT and the financialstatements of CAR shall disclose the effects of the transactions contemplatedhereby in accordance with GAAP.**

 

##### **Theresolutions, agreements and other instruments of the Borrower underlying thetransactions described in the Transaction Documents shall be continuouslymaintained by the Borrower as official records of the Borrower.**

 

##### **Itshall maintain an arm’s-length relationship with CCRT and CAR and its otherAffiliates, and shall not hold itself out as being liable for the debts of CCRTand CAR or any of their respective Affiliates.**

 

##### **Itshall keep its assets and liabilities separate from those of all other entitiesother than as permitted by the Transaction Documents.**

 

##### **Thebooks and records of the Borrower shall be maintained at the address designatedherein for receipt of notices, unless the Borrower shall otherwise advise theparties hereto in writing. **

 

##### **Itshall not maintain bank accounts or other depository accounts to which anyAffiliate is an account party, into which any Affiliate makes deposits or fromwhich any Affiliate has the power to make withdrawals, except as otherwisepermitted by the Transaction Documents.**

 

##### **Itshall insure that any consolidated financial statements of CCRT and thefinancial statements of CAR have notes to the effect that the Borrower is aseparate entity whose creditors have a claim on its assets prior to thoseassets becoming available to its equity holders.**

 

##### **Itshall not amend, supplement or otherwise modify (i) its articles ofincorporation in any respect that affects its limited purpose or itsseparateness covenants without the prior written consent of the RequiredLenders (which consent shall not be unreasonably withheld) or (ii) itsbylaws in any manner that is inconsistent therewith or with its articles ofincorporation.**

 

## ***Interest Rate Caps***.

 

### **The Borrower hereby covenants and agrees that in the event the one-monthLIBOR Rate is greater than *** at any Determination Date, it shall, within twoBusiness Days, obtain and deliver to the Collateral Agent one or more InterestRate Caps from qualified Cap Providers in favor of the Collateral Agent for thebenefit of the Secured Parties having, singly or in the aggregate, an AggregateInterest Rate Caps Notional Amount not less than the Required Interest RateCaps Notional Amount, provided that each Interest Rate Cap (1) shallhave an initial notional principal amount equal to or greater than $1,000,000, (2) mayprovide for reductions of the Aggregate Interest Rate Caps Notional Amount oneach Distribution Date on an amortization schedule for such AggregateInterest Rate Caps Notional Amount assuming zero losses and (x) a 0.5 ABSprepayment speed until the pool factor reaches 10% and (y) a 0.0 ABS prepaymentspeed thereafter, and (3) shall have other terms and conditions and berepresented by Cap Agreements otherwise acceptable to the Required Lenders andthe Rating Agencies.  The Borrower agreesthat each Interest Rate Cap shall provide that payments by the Cap Providershall be made to the Collateral Agent and that such payments shall be depositedinto the Collection Account.**

 

### **On any Determination Date on which the Minimum Liquidity Amount Test hasnot been satisfied, the Borrower shall be required to deposit an amount equalto the Cap Funding Reserve Account Requirement into the Cap Funding ReserveAccount on the related Date; *provided, however,*thatif the Minimum Liquidity Amount Test is subsequently satisfied on anyDetermination Date following the Determination Date on which the MinimumLiquidity Amount Test failed to be satisfied, all funds then on deposit in theCap Funding Reserve Account shall be released to the Borrower on suchDetermination Date; *provided further*,that if the Cap Funding Reserve Account Requirement shall increase on anyapplicable Determination Date as a result of an increase in the estimated costof purchasing Interest Rate Caps from qualified Cap Providers, the Borrowershall be required to deposit an amount equal to such additional cost into theCap Funding Reserve Account on the related Distribution Date; *provided further*, that if the Cap Funding Reserve AccountRequirement shall decrease on any applicable Determination Date as a result ofa decrease in the estimated cost of purchasing Interest Rate Caps fromqualified Cap Providers, the excess of the amount on deposit in the Cap FundingReserve Account over the adjusted Cap Funding Reserve Account Requirement shallbe withdrawn from the Cap**

 

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### **Funding Reserve Account and released to the Borrower on suchDetermination Date.  As specified in Section 11.6(a) above,in the event the one-month LIBOR Rate is greater than 6.00% at anyDetermination Date, the Borrower may use the funds in the Cap Funding ReserveAccount to purchase one or more Interest Rate Caps.  If the Borrower defaults on its obligationsunder Section 11.6(a), the Administrative Agent, at the directionof the Required Lenders, may use the funds in the Cap Funding Reserve Accountto purchase the Interest Rate Caps; *provided, however*,that such action by the Administrative Agent shall not release the Borrowerfrom its obligations under this Section 11.6; *providedfurther*, that the Servicer shall provide the Administrative Agentwith all information necessary to purchase such Interest Rate Caps; *provided further*, that if the amount on deposit in the CapFunding Reserve Account is insufficient to purchase any required Interest RateCaps, the Borrower shall be responsible for any such shortfall; *provided further*, that if the Borrower defaults on itsobligation with respect to such Cap Funding Reserve Account shortfall, theAdministrative Agent shall follow the instructions provided by the RequiredLenders with respect to the satisfaction of any such shortfall or the purchaseof any Interest Rate Caps.  Fundsretained in the Cap Funding Reserve Account following application as set forthabove shall be invested at the direction of the Servicer in PermittedInvestments with maturities not later than the next succeeding BusinessDay.  Any earnings on such invested fundsshall be applied pursuant to Section 9.1.**

 

### **In the event that any Cap Provider defaults in its obligation to make apayment to the Collateral Agent under one or more Cap Agreements on any date onwhich payments are due pursuant to a Cap Agreement, the Collateral Agent shallmake a demand on such Cap Provider, or any guarantor, if applicable, demandingpayment by 12:30 p.m., New York City time, on such date.  The Collateral Agent shall give notice to theLenders and the Rating Agencies upon the continuing failure by any Cap Providerto perform its obligations within two Business Days following a demand made bythe Collateral Agent on such Cap Provider, and shall take such action withrespect to such continuing failure as may be directed in writing by theRequired Lenders.**

 

### **In the event that any Cap Provider no longer maintains the ratingsspecified in the definition of “Cap Provider,” then within 30 days afterreceiving notice of such decline in the creditworthiness of such Cap Provideras determined by any Rating Agency, either (x) such Cap Provider, upon thereceipt of the consent of the Required Lenders, will enter into an arrangementthe purpose of which shall be to assure performance by the Cap Provider of itsobligations under the Interest Rate Cap; or (y) the Borrower shall at itsoption either (i) upon the receipt of the consent of the Required Lenders,cause such Cap Provider to pledge securities in the manner provided byapplicable law which shall be held by the Collateral Agent free and clear ofthe Lien of any third party, in a manner conferring on the Collateral Agent aperfected first Lien in such securities securing such Cap Provider’sperformance of its obligations under the applicable Interest Rate Cap, (ii) providedthat a Replacement Interest Rate Cap or Qualified Substitute Arrangementmeeting the requirements of Section 11.6(e) has been obtained,(A) provide written notice to such Cap Provider (with a copy to theAdministrative Agent and the Collateral Agent) of its intention to terminatethe applicable Interest Rate Cap within such 30-day period and (B) terminatethe applicable Interest Rate Cap within such 30-day period, request the paymentto it of all amounts due to the Collateral Agent under the applicable InterestRate Cap through the termination date and deposit any such amounts so received,on the day of receipt, to the Collection Account, or (iii) establish anyother arrangement (including an arrangement or arrangements in addition to orin substitution for any prior arrangement made in accordance with theprovisions of this Section 11.6(d)) which are reasonablysatisfactory to the Required Lenders (a “Qualified Substitute Arrangement”);provided, however, that in the event at any time any alternativearrangement established pursuant to clause (x) or (y)(i) or (y)(iii) aboveshall cease to be satisfactory to the Required Lenders, then the provisions ofthis Section 11.6(d) shall again be applied and in connectiontherewith the 30-day period referred to above shall commence on the date theBorrower receives notice of such cessation or termination, as the case may be.**

 

### **Unless an alternative arrangement pursuant to clause (x) or (y)(i) or(y)(iii) of Section 11.6(d) is being established, theBorrower shall use reasonable efforts to obtain a Replacement Interest Rate Capor Qualified Substitute Arrangement meeting the requirements of this Section 11.6(e) duringthe 30-day period referred to in Section 11.6(d).  Neither the Borrower nor the Collateral Agentshall terminate the Interest Rate Cap unless, prior to the expiration of the 30-dayperiod referred to in said Section 11.6(d), the Borrower deliversto the Collateral Agent (i) a Replacement Interest Rate Cap or QualifiedSubstitute Arrangement, (ii) to the extent applicable, an Opinion ofCounsel as to the due authorization, execution and delivery and validity andenforceability of such Replacement Interest Rate Cap or Qualified SubstituteArrangement, as the case may be, and (iii) evidence that the RequiredLenders have consented to the termination of the Interest Rate Cap and itsreplacement with such Replacement Interest Rate Cap or Qualified SubstituteArrangement.**

 

### **The Servicer or the Borrower shall notify in writing the AdministrativeAgent and the Collateral Agent within five Business Days after obtaining actualknowledge that the senior unsecured debt rating of the Cap Provider has beenwithdrawn or reduced by any Rating Agency.**

 

### **Notwithstanding the foregoing, the Borrower may at any time obtain aReplacement Interest Rate Cap, provided that the Borrower delivers to theCollateral Agent evidence of the receipt of the consent of the Required Lendersto the termination of the then-current Interest Rate Cap and its replacementwith such Replacement Interest Rate Cap.**

 

### **The Borrower shall not agree to any amendment to any Interest Rate Capunless the Borrower shall have received evidence of the consent of the RequiredLenders to such amendment to such Interest Rate Cap (which consent will not beunreasonably withheld or delayed).**

 

### **The Borrower shall notify the Lenders and the Collateral Agent afterobtaining actual knowledge of the transfer by the related Cap Provider of anyInterest Rate Cap, or any interest or obligation thereunder.**

 

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### **The Collateral Agent, upon written direction from the Borrower and theRequired Lenders, shall sell all or a portion of the Interest Rate Caps subjectto the following conditions having been met:**

 

(x)                                   the Aggregate Interest Rate Caps Notional Amount aftergiving effect to such sale shall equal or exceed the Required Interest RateCaps Notional Amount as of the date of such sale after giving effect to allpayments and allocations made pursuant to this Agreement; and

 

(y)                                 the minimum notional amount denomination of any InterestRate Cap to be sold is $1,000,000.

 

The Borrower shall have the duty of obtaining a fairmarket value price for the sale of the Collateral Agent’s rights under anyInterest Rate Cap, notifying the Collateral Agent of prospective purchasers andbids, and selecting the purchaser of such Interest Rate Cap.  The Collateral Agent upon receipt of thepurchase price in the Collection Account shall execute all documentationprepared by the Borrower necessary to effect the transferof the Collateral Agent’s rights under such Interest Rate Cap and to releasethe Lien of the Collateral Agent on such Interest Rate Cap and proceedsthereof.

 

## ***Tangible Net Worth***.  The Borrower shall maintain at all times apositive Tangible Net Worth.

 

## ***Stock, Merger, Consolidation, Etc.***  The Borrowershall not merge or consolidate with any other Person or permit any other Personto become the successor to all or substantially all of its business or assetswithout the prior written consent of the Required Lenders.

 

## ***Change in Name***.  It shallnot make any change to its name or use any trade names, fictitious names,assumed names or “doing business as” names.

 

## ***Indebtedness; Guarantees***.  The Borrower shall not create, incur, assumeor suffer to exist any Indebtedness other thanIndebtedness permitted under the Transaction Documents.  The Borrower shall incur no additionalborrowed money indebtedness secured by the Borrower Collateral other than theAdvances.  The Borrower shall not assume,guarantee, endorse or otherwise be or become directly or contingently liablefor the obligations of any Person by, among other things, agreeing to purchaseany obligation of another Person, agreeing to advance funds to such Person orcausing or assisting such Person to maintain any amount of capital.

 

## ***Limitation on Transactions withAffiliates***.  The Borrowershall not enter into, or be a party to any transaction with any Affiliate ofthe Borrower, except for (a) the transactions contemplated by theTransaction Documents and (b) to the extent not otherwise prohibited underthis Agreement, other transactions upon fair and reasonable terms materially noless favorable to the Borrower than would be obtained in a comparable arm’s-lengthtransaction with a Person not an Affiliate.

 

## ***Documents***.  Except as otherwise expressly permittedherein (including, without limitation, in Section 11.6 regardingInterest Rate Caps), it shall not cancel or terminate any of the TransactionDocuments to which it is party (in any capacity), or consent to or accept anycancellation or termination of any of such agreements, or amend or otherwisemodify any term or condition of any of the Transaction Documents to which it isparty (in any capacity) or give any consent, waiver or approval under any suchagreement, or waive any default under or breach of any of the TransactionDocuments to which it is party (in any capacity) or take any other action underany such agreement not required by the terms thereof, unless (in each case) theRequired Lenders shall have consented thereto (which consent shall notunreasonably be withheld to the extent set forth in such Transaction Document).

 

## ***Preservation of Existence***.  It shall observe all procedures required byits organizational documents and preserve and maintain its existence, rights,franchises and privileges in the jurisdiction of its formation and qualify andremain qualified in good standing in each jurisdiction where the failure topreserve and maintain such existence, rights, franchises, privileges and qualificationswould materially adversely affect (1) the interests hereunder of theRequired Lenders or any Secured Party, (2) the collectibility of anyTransferred Receivables or Transferred Dealer Transaction Right or (3) itsability to perform its obligations hereunder or under any of the otherTransaction Documents.

 

## ***Accounting Treatment***.  The Borrower shall not prepare any financialstatements or other statements (including any tax filings which are notconsolidated with those of CAR) which shall account for the transactionscontemplated by the Sale and Servicing Agreement in any manner other than asthe sale of, or a capital contribution of, the 

 

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## ***Transferred Receivables andTransferred Dealer Transaction Rights and the related assets by the Seller tothe Borrower.***  For avoidance of doubt, CAR mayconsolidate the Borrower and/or its properties and other assets for accountingpurposes.

 

## ***Limitation on Investments***.  The Borrower shall not form, or cause to beformed, any Subsidiaries; or make or suffer to exist any loans or advances to,or extend any credit to, or make any investments (by way of transfer ofproperty, contributions to capital, purchase of stock or securities orevidences of indebtedness, acquisition of the business or assets, or otherwise)in, any Affiliate or any other Person except as otherwise permitted herein andpursuant to the other Transaction Documents.

 

## ***Distributions***.  The Borrower shall not declare or make (a) paymentof any distribution on or in respect of any shares of its capital stock, or (b) anypayment on account of the purchase, redemption, retirement or acquisition ofany option, warrant or other right to acquire such shares unless (in each case)at the time of such declaration or payment (and after giving effect thereto) noFacility Termination Event under Section 14.1 or Unmatured FacilityTermination Event under Section 14.1 shall occur or be continuingand no amount payable by the Borrower under any Transaction Document is then dueand owing but unpaid.

 

## ***Performance of Borrower AssignedAgreements***.  The Borrower shall (i) perform and observe allthe terms and provisions of the Transaction Documents (including, withoutlimitation, each of the Borrower Assigned Agreements) to which it is a party tobe performed or observed by it, maintain such Transaction Documents in fullforce and effect, enforce such Transaction Documents in accordance with theirterms and take all such action to such end as may be from time to timerequested by any Agent, and (ii) upon request of any Agent, make to anyother party to such Transaction Documents such demands and requests forinformation and reports or for action as the Borrower is entitled to makethereunder.

 

## ***Notice of Material Adverse Claim***.  It shall advise theAdministrative Agent and the Collateral Agent promptly, in reasonable detail, (i) ofany material Adverse Claim, other than a Permitted Lien, known to it made orasserted against any of the Borrower Collateral, and (ii) of theoccurrence of any event which would have a material adverse effect on theaggregate value of the Borrower Collateral or on the assignments and securityinterests granted by the Borrower in this Agreement.

 

## ***Access to Certain Documentationand Information Regarding Contracts.***  The Borrower shall permit representatives of theAdministrative Agent, each Agent, the Backup Servicer, the Collateral Agent andthe Custodian at any time and from time to time, but, so long as no Event ofDefault has occurred and is continuing, no more than two times per year, duringnormal business hours as the Administrative Agent, such Agent, the BackupServicer, the Collateral Agent and the Custodian shall reasonably request, (a) toinspect and make copies of and abstracts from its records relating to theTransferred Receivables and Transferred Dealer Transaction Rights, and (b) tovisit its properties in connection with the collection, processing or servicingof the Transferred Receivables and Transferred Dealer Transaction Rights forthe purpose of examining such records, and to discuss matters relating to theTransferred Receivables and Transferred Dealer Transaction Rights or suchPerson’s performance under this Agreement and the other Transaction Documentswith any officer or employee of such Person having knowledge of suchmatters.  In each case, such access shallbe afforded without charge.  Inconnection with any inspection, the Administrative Agent, any Agent, the BackupServicer, the Collateral Agent and the Custodian may institute procedures topermit it to confirm the Obligor balances in respect of any TransferredReceivables or Transferred Dealer Transaction Rights.  The Borrower agrees to render to theAdministrative Agent, each Agent, the Backup Servicer, the Collateral Agent andthe Custodian such clerical and other assistance as may be reasonably requestedwith regard to the foregoing.  Nothing inthis Section 11.19 shall derogate from the obligation of theBorrower to observe any applicable law prohibiting disclosure of information regardingthe Obligors, and the failure of any of them to provide access as a result ofsuch obligation shall not constitute a breach of this Section 11.19.

 

# **THE SERVICER; THE BACKUP SERVICER**

 

## ***Liability of Servicer***.  The Servicer (in its capacity as such) shallbe liable hereunder only to the extent of the obligations in this Agreement andthe other Transaction Documents specifically undertaken by the Servicer and therepresentations made by the Servicer.

 

## ***Merger or Consolidation of, orAssumption of the Obligations of, the Servicer***.  The Servicer shall not merge or consolidatewith any other Person, convey, transfer or lease all or substantially all itsassets as an entirety to another Person, or permit any other Person to becomethe successor to all or substantially all of its business or assets, unlessafter the merger, consolidation, conveyance, transfer, lease or succession, thesuccessor or surviving entity shall be an Eligible Servicer and shall becapable of fulfilling the duties of the Servicer contained in thisAgreement.  Any Person (i) intowhich the Servicer may be merged or consolidated, (ii) resulting from anymerger or consolidation to

 

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## ***which the Servicer shall be a party, (iii) whichacquires by conveyance, transfer, or lease substantially all of the assets ofthe Servicer, or (iv) succeeding to the business of the Servicer, in anyof the foregoing cases shall execute an agreement of assumption to performevery obligation of the Servicer under this Agreement and the other TransactionDocuments to which the Servicer is a party and, whether or not such assumptionagreement is executed, shall be the successor to the Servicer under thisAgreement without the execution or filing of any paper or any further act onthe part of any of the parties to this Agreement, anything in this Agreement tothe contrary notwithstanding; provided, however, that nothing contained hereinshall be deemed to release the Servicer from any obligation hereunder.  The Servicer shall provide notice of anymerger, consolidation or succession pursuant to this Section 12.2to the Required Lenders and the Backup Servicer and the Required Lenders shallhave consented thereto.  Notwithstandingthe foregoing, as a condition to the consummation of the transactions referredto in clauses (i), (ii), (iii) and (iv) above, (x) immediatelyafter giving effect to such transaction, no representation or warranty madepursuant to Section 8.2 shall have been breached in any materialrespect (for purposes hereof, such representations and warranties shall speakas of the date of the consummation of such transaction) and no event that afternotice or lapse of time would become a Facility Termination Event pursuant to Section 14.1shall have occurred and be continuing, and (y) the Servicer shall havedelivered to the Administrative Agent an Officer’s Certificate and an Opinionof Counsel each stating that such consolidation, merger or succession and suchagreement of assumption comply with this Section 12.2.***

 

Theparties to this Agreement acknowledge that this Section 12.2 shall onlyapply to the Servicer so long as CAR, CAR Servicing or an Affiliate of CAR isthe Servicer.

 

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## ***Covenants of Servicer***.

 

#### *Preservation of Existence.*  The Servicer shall observe all proceduresrequired by its organizational documents and preserve and maintain itsexistence, rights, franchises and privileges in the jurisdiction of itsformation and qualify and remain qualified in good standing in eachjurisdiction where the failure to preserve and maintain such existence, rights,franchises, privileges and qualifications would materially adversely affect (1) theinterests hereunder of the Required Lenders or any Secured Party, (2) thecollectibility of any Transferred Receivables or Transferred Dealer TransactionRight or (3) its ability to perform its obligations hereunder or under anyof the other Transaction Documents.

 

#### *Keeping of Records and Books of Account.*  The Servicer shall maintain and implementadministrative and operating procedures (including, without limitation, anability to recreate records evidencing the Transferred Receivables in the eventof the destruction of the originals thereof) and keep and maintain, all documents,books, records and other information reasonably necessary or advisable for thecollection of all Transferred Receivables and Transferred Dealer TransactionRights (including, without limitation, records adequate to permit the dailyidentification of all collections of and adjustments to each TransferredReceivables or Transferred Dealer Transaction Right).

 

#### *Maintain Records of Receivables Collateral. *The Servicer shall, at its owncost and expense, maintain satisfactory and complete records of the ReceivablesCollateral, including a record of all payments received and all credits grantedwith respect to the Receivables Collateral and all other dealings with theReceivables Collateral.  The Servicershall maintain its computer systems so that, from and after the time of saleunder the Sale and Servicing Agreement of the Dealer Transaction Rights to theBorrower, the Servicer’s master computer records (including any back-uparchives) that refer to a Transferred Dealer Transaction Right and the relatedReceivable shall indicate the interest of the Borrower and the Collateral Agentin such Transferred Dealer Transaction Right and that such Transferred DealerTransaction Right and the right to receive all monies in respect of the relatedReceivable are owned by the Borrower and have been pledged to the CollateralAgent for the benefit of the Secured Parties pursuant to this Agreement.  Notwithstanding the foregoing, until theServicer shall have in effect a new computer system for maintaining recordsfrom that in effect on the Initial Closing Date, the covenant set forth in thisclause (c) regarding noting the interest of, and the pledge to, theBorrower and the Collateral Agent relating to such Transferred DealerTransaction Rights and right to receive monies therefor shall not apply.

 

#### *Notice of Material Adverse Claim.*  The Servicer shalladvise the Administrative Agent and the Collateral Agent promptly, inreasonable detail, (i) of any material Adverse Claim, other than aPermitted Lien, known to it made or asserted against any of the BorrowerCollateral, and (ii) of the occurrence of any event which would have amaterial adverse effect on the aggregate value of the Borrower Collateral or onthe assignments and security interests granted by the Borrower in thisAgreement.

 

## ***Limitation on Liability of BackupServicer***.

 

##### **Neitherthe Backup Servicer nor any of the directors or officers or employees or agentsof the Backup Servicer shall be under any liability to the Borrower, theInvestors or the Administrative Agent, except as provided in this Agreement,for any action taken or for refraining from the taking of any action pursuantto this Agreement; provided, however, that this provision shall not protect theBackup Servicer or any such Person against any liability that would otherwisebe imposed by reason of a breach of this Agreement or willful misfeasance, badfaith or negligence in the performance of its duties.  The Backup Servicer and any director,officer, employee or agent of the Backup Servicer may rely in good faith on thewritten advice of counsel or on any document of any kind *prima facie*properly executed and submitted by any Person respecting any matters arisingunder this Agreement.**

 

##### **Unlessacting as Servicer hereunder, the Backup Servicer shall not be liable for anyobligation of the Servicer contained in this Agreement, and the AdministrativeAgent, the Collateral Agent, the Borrower and the Investors shall look only tothe Servicer to perform such obligations.**

 

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##### **TheBackup Servicer shall have no responsibility and shall not be in defaulthereunder nor incur any liability for any failure, error, malfunction or anydelay in CARS Acquisition out any of its duties under this Agreement if anysuch failure or delay results from the Backup Servicer acting in accordancewith information prepared or supplied by a Person other than the BackupServicer or the failure of any such Person to prepare or provide suchinformation.  The Backup Servicer shallhave no responsibility, shall not be in default and shall incur no liability (i) forany act or failure to act by any third party, including the Servicer or theAdministrative Agent or for any inaccuracy or omission in a notice orcommunication received by the Backup Servicer from any third party or (ii) thatis due to or results from the invalidity, unenforceability of any TransferredReceivables under applicable law or the breach or the inaccuracy of anyrepresentation or warranty made with respect to any Transferred Receivables.**

 

## ***Backup Servicer Not to Resign***.  Subject to the provisions of Section 12.2,the Backup Servicer shall not resign from the obligations and duties imposed onit by this Agreement as Backup Servicer except upon a determination that byreason of a change in legal requirements the performance of its duties underthis Agreement would cause it to be in violation of such legal requirements andthe Administrative Agent does not elect to waive the obligations of the BackupServicer to perform the duties which render it legally unable to act or todelegate those duties to another Person. Any such determination permitting the resignation of Backup Servicershall be evidenced by an Opinion of Counsel to such effect delivered andacceptable to the Required Lenders.  Noresignation of the Backup Servicer shall become effective until an entityacceptable to the Required Lenders shall have assumed the responsibilities andobligations of the Backup Servicer; provided, however, that inthe event a successor Backup Servicer is not appointed within 60 days after theBackup 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 securityfor the prompt payment or performance in full when due, whether at statedmaturity, by acceleration or otherwise, of all Obligations (including, withoutlimitation, Advances, Yield and other amounts at any time owing hereunder), theBorrower hereby assigns and pledges to the Collateral Agent, for the benefit ofthe Secured Parties, and grants to the Collateral Agent, for the benefit of theSecured Parties, a security interest in and lien upon, all of the Borrower’sright, title and interest in and to the following, in each case whether now orhereafter existing or in which Borrower now has or hereafter acquires aninterest and wherever the same may be located (collectively, the “BorrowerCollateral”):

 

##### **all**Receivables Collateral;

 

##### **theSale and Servicing Agreement and all other documents now or hereafter in effectto the extent they relate to the purchase, servicing or processing ofTransferred Receivables or Transferred Dealer Transaction Rights, including theright to receive Dealer Recourse payments pursuant to the Dealer PurchaseAgreements to the extent permitted under the Sale and Servicing Agreement(collectively, the “Borrower Assigned Agreements”), including (i) allrights of the Borrower to receive moneys due and to become due under orpursuant to the Borrower Assigned Agreements, (ii) all rights of theBorrower to receive proceeds of any insurance, indemnity, warranty or guarantywith respect to the Borrower Assigned Agreements, (iii) the Borrower’sright of foreclosure as lienholder of the Financed Vehicles underlying theContracts, (iv) claims of the Borrower for damages arising out of or forbreach of or default under the Borrower Assigned Agreements, and (v) theright of the Borrower to amend, waive or terminate the Borrower AssignedAgreements, to perform under the Borrower Assigned Agreements and to compelperformance and otherwise exercise all remedies and rights under the BorrowerAssigned Agreements;**

 

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##### **all**of the following (the “Borrower Account Collateral”):

 

the CollectionAccount, all funds held in the Collection Account, and all certificates andinstruments, if any, from time to time representing or evidencing theCollection Account or such funds,

 

the Cap FundingReserve Account, all funds held in the Cap Funding Reserve Account, and allcertificates and instruments, if any, from time to time representing orevidencing the Cap Funding Reserve Account or such funds,

 

all investments fromtime to time of amounts in the Collection Account and Cap Funding ReserveAccount, and all certificates and instruments, if any, from time to timerepresenting or evidencing such investments,

 

all notes, certificatesof deposit and other instruments from time to time delivered to or otherwisepossessed by the Collateral Agent or any Secured Party or any assignee or agenton behalf of the Collateral Agent or any Secured Party in substitution for orin addition to any of the then existing Borrower Account Collateral, and

 

all interest, dividends,cash, instruments and other property from time to time received, receivable orotherwise distributed in respect of or in exchange for any and all of the thenexisting Borrower Account Collateral;

 

##### **each** Interest Rate Cap including all rightsof the Borrower to receive moneys due and to become due thereunder;

 

##### **alladditional property that may from time to time hereafter be granted and pledgedby the Borrower or by anyone on its behalf under this Agreement, including thedeposit with the Collateral Agent of additional moneys by the Borrower;**

 

##### **allAccounts, all Chattel Paper, all Documents, all Equipment, all GeneralIntangibles, all Instruments, all Investment Property and all Inventory of theBorrower; and**

 

##### **allProceeds, accessions, substitutions, rents and profits of any and all of theforegoing Borrower Collateral (including proceeds that constitute property ofthe types described in paragraphs (a) through (f) above) and, to theextent not otherwise included, all payments under insurance (whether or not theCollateral Agent or a Secured Party or any assignee or agent on behalf of theCollateral Agent or a Secured Party is the loss payee thereof) or anyindemnity, warranty or guaranty payable by reason of loss or damage to orotherwise with respect to any of the foregoing Borrower Collateral.**

 

## ***Delivery of Collateral***.  All documents in theContracts File shall be delivered to and held by or on behalf of the Custodianpursuant to the Sale and Servicing Agreement, and shall be in suitable form fortransfer by delivery.

 

## ***Borrower Remains Liable***.  Notwithstanding anything in this Agreement, (a) except tothe extent of the Servicer’s duties under this Agreement, the Borrower shallremain liable under the Transferred Receivables, Transferred Dealer TransactionRights, Borrower Assigned Agreements and other agreements (including eachInterest Rate Cap) included in the Borrower Collateral to perform in allmaterial respects all of its duties and obligations thereunder to the sameextent as if this Agreement had not been executed, (b) the exercise by aSecured Party or the Collateral Agent of any of its rights under this Agreementshall not release the Borrower, CAR, the Custodian or the 

 

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## ***Servicer from any of theirrespective duties or obligations under the Transferred Receivables, TransferredDealer Transaction Rights, Borrower Assigned Agreements or other agreementsincluded in the Borrower Collateral, (c) the Agents, the Secured Parties,the Administrative Agent, the Collateral Agent and the Custodian shall not haveany obligation or liability under the Transferred Receivables, TransferredDealer Transaction Rights, Borrower Assigned Agreements or other agreementsincluded in the Borrower Collateral by reason of this Agreement, and (d) neitherthe Agent, the Administrative Agent, the Collateral Agent nor any of theSecured Parties shall be obligated to perform any of the obligations or dutiesof the Borrower, CAR, the Custodian or the Servicer under the TransferredReceivables, Borrower Assigned Agreements or other agreements included in theBorrower Collateral or to take any action to collect or enforce any claim forpayment assigned under this Agreement.***

 

## ***Release of Borrower Collateral***.

 

##### **Generally.** To the extent that (i) the Borrowing Base equals or exceeds theaggregate outstanding principal amount of Advances, (ii) all amounts dueand owing with respect to the Advances, including the Yield thereon and otheramounts due under the Receivables Financing Agreement have been paid in full,and (iii) no Facility Termination Event or Unmatured Facility TerminationEvent under Section 14.1 has occurred and is continuing, in connectionwith the sale or transfer of Transferred Dealer Transaction Rights, Contractsor Transferred Receivables pursuant to a Take-Out Securitization to which theAdministrative Agent has consented, in connection with the purchase by theServicer or the Seller of a Transferred Receivables and related TransferredDealer Transaction Right pursuant to the Sale and Servicing Agreement, inconnection with the payment in full of the Advances and other Obligationshereunder, or if a Transferred Receivable is a Defaulted Receivable, theBorrower may from time to time obtain releases of the Collateral Agent’s (forthe benefit of the Secured Parties) security interest in all or any part of theReceivables Collateral (with the matters set forth in the foregoing clauses(i), (ii) and (iii) being determined immediately after giving effectto any requested release and any payments made on the date thereof, including,without limitation, any repayment of Advances and payment of Yield thereon onsuch date).  Each request (a “TransferRequest”) for a partial release of Receivables Collateral, except in connectionwith the purchase by the Servicer or the Seller of a Transferred Receivables orTransferred Dealer Transaction Right or the sale or transfer of a DefaultedReceivable pursuant to the Sale and Servicing Agreement (in which case, theCollateral Agent’s security interest in such Transferred Receivable,Transferred Dealer Transaction Right or Defaulted Receivable and in theContract and Title Documents therefor shall be deemed automatically releasedwithout the execution of a Transfer Request so long as clause (c) of this Section 13.4is complied with as to the proceeds, if any, of such transfer), shall beaddressed to the Administrative Agent and the Collateral Agent, demonstratingcompliance with the immediately preceding sentence and acknowledging that thereceipt of proceeds from such sale or transfer shall be deposited into theCollection Account.

 

##### **Transfers.** With respect to each Transfer Request that is received by theAdministrative Agent by 12:00 noon, New York time on a Business Day, theAdministrative Agent shall use due diligence and reasonable efforts to reviewsuch Transfer Requests and instruct the Custodian to prepare the files,identified in each Transfer Request, for shipment by 12:00 noon, New York timeon the fourth succeeding Business Day or, with respect to shipping out morethan 1000 files on any one Business Day, as mutually agreed between theCustodian and the Borrower.

 

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##### **Continuation of Lien.** Unless released in writing by the Collateral Agent, as herein provided,the security interest in favor of the Collateral Agent, for the benefit of theSecured Parties, in all Borrower Collateral shall continue in effect until suchtime as the Collateral Agent shall have received payment in full of theproceeds, if any, from the sale or transfer of such Borrower Collateral tothird parties in accordance with this Section 13.4.

 

##### **Application of Proceeds;No Duty.**  Neither the Collateral Agent nor any SecuredParty shall be under any duty at any time to credit Borrower for any amount duefrom any third party in respect of any purchase of any Receivables Collateralcontemplated above, until the Administrative Agent has actually received suchamount in immediately available funds for deposit to the CollectionAccount.  Neither any Secured Party northe Collateral Agent shall be under any duty at any time to collect any amountsor otherwise enforce any obligations due from any third party in respect of anysuch purchase of Contracts or Transferred Receivables covered by the release ofsuch portion of Receivables Collateral or in respect of a securitization orfinancing thereof with a third party.

 

##### **Representation inConnection with Releases, Sales and Transfers.** The Borrower represents and warrants that each request for any releaseor transfer in connection with any Take-Out Securitizations pursuant to Section 13.4(a) shallautomatically constitute a representation and warranty to the Secured Partiesand the Administrative Agent to the effect that immediately before and aftergiving effect to such release or Transfer Request, there is no FacilityTermination Event or Unmatured Facility Termination Event under Section 14.1and each of the other conditions set forth in Section 13.4 have beensatisfied.

 

##### **Release of SecurityInterest.**  Upon receipt of a Transfer Request or, inconnection with the purchase by the Servicer or the Seller of a TransferredDealer Transaction Right pursuant to the Sale and Servicing Agreement, upon theServicer’s written request, and, in each case upon receipt in the CollectionAccount of proceeds from the sale or transfer (including, without limitation,in connection with the purchase by the Servicer or the Seller of a TransferredDealer Transaction Right pursuant to the Sale and Servicing Agreement, therelated Repurchase Amount), the Collateral Agent shall promptly release, at theBorrower’s expense, such part of the Receivables Collateral covered inconnection with the Transfer Request or such Servicer’s request and shalldeliver, at the Borrower’s expense, and without recourse, representation orwarranty of any kind, the Contracts Files on the released portion ofReceivables Collateral to the trustee or such similar entity in connection withthe applicable Take-Out Securitization or, in connection with the purchase bythe Servicer, CAR or the Seller of a Transferred Dealer Transaction Rightpursuant to the Sale and Servicing Agreement, the Servicer; provided that thetrustee or such similar entity in connection with the third party securitization(including any Take-Out Securitization) or the Servicer or the Borrower, as thecase may be, acknowledges and agrees (i) that all proceeds thereof that itreceives from such sale are held in trust for the Secured Parties and (ii) thatit shall transfer such funds to the Administrative Agent for deposit in theCollection Account.  The foregoingnotwithstanding, upon the deposit into the Collection Account of all amountsrequired to effect a full payment or prepayment by an Obligor of a TransferredDealer Transaction Right, the security interest of the Collateral Agent in thatTransferred Dealer Transaction Right and any rights to payment in respect ofthe related Receivables shall be automatically deemed released.

 

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## ***Expenses***.  It is understood thatthe Collateral Agent shall be entitled to receive reimbursement for itsreasonable, out-of-pocket, costs and expenses and such reimbursement obligationshall be payable by the Borrower to the extent funds are available thereforunder Section 9.5 hereof and otherwise by CAR.

 

## ***Representations AndWarranties Of the Collateral Agent***.  The Collateral Agent represents and warrants as of the datehereof that:

 

##### **Itis a national banking association validly existing and in good standing underthe laws of the United States of America;**

 

##### **Ithas full power, authority and legal right to execute, deliver and perform thisAgreement and has taken all necessary action to authorize the execution,delivery and performance by it of this Agreement; and**

 

##### **ThisAgreement has been duly executed and delivered by it and constitutes its legal,valid and binding agreement, enforceable in accordance with its terms, exceptas enforceability may be limited by bankruptcy, insolvency reorganization orother similar laws affecting the enforcement of creditors’ rights generally andby general principles of equity.**

 

## ***Certain Remedies***.

 

##### **Subjectto the provisions of Section 13.9 hereof, the Collateral Agent shall, atthe written direction of the Required Lenders, proceed to protect and enforceits rights and the rights of the Secured Parties by such appropriateproceedings as the Required Lenders shall deem necessary to protect and enforceany such rights, whether for the specific enforcement of any covenant oragreement in any Transaction Document or in and of the exercise of any powergranted herein, or to enforce any other proper remedy or legal or equitableright vested in the Collateral Agent by any Transaction Document or by law.**

 

##### **Incase there shall be pending, relative to the Borrower or any other obligor uponthe Notes or any Person having or claiming an ownership interest in theBorrower Collateral, proceedings under the Bankruptcy Code or any otherapplicable federal or state bankruptcy, insolvency or other similar law, or incase a receiver, assignee or trustee in bankruptcy or reorganization,liquidator, sequestrator or similar official shall have been appointed for ortaken possession of the Borrower or its property or such other obligor or Person,or in case of any other comparable judicial proceedings relative to theBorrower or other obligor upon the Notes, or to the creditors of property ofthe Borrower or such other obligor, the Collateral Agent, irrespective ofwhether the principal of the Notes shall then be due and payable as thereinexpressed or by declaration or otherwise and irrespective of whether theCollateral Agent shall have made any demand pursuant to the provisions of thisSection, shall be entitled and empowered but without any obligation, subject toSection 13.7(a), by intervention in such proceedings or otherwise:**

 

to file and prove a claimor claims for the whole amount of principal and Yield owing and unpaid inrespect of the Notes, all other amounts owing to the Investors and to file suchother papers or documents as may be necessary or advisable in order to have theclaims of the Collateral Agent (including any claim for reimbursement of allexpenses (including the fees and expenses of counsel) and liabilities incurred,and all advances, if any, made, by the Collateral Agent and each predecessorCollateral Agent, except as determined to have been caused by its own grossnegligence or willful misconduct) and of each of the other Secured Partiesallowed in such proceedings;

 

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unless prohibited byapplicable law and regulations, to vote (with the consent of each Agent) onbehalf of the holders of the Notes in any election of a trustee, a standbytrustee or person performing similar functions in any such proceedings;

 

to collect and receiveany moneys or other property payable or deliverable on any such claims and todistribute all amounts received with respect to the claims of the SecuredParties on their behalf; and

 

to file such proofs ofclaim and other papers or documents as may be necessary or advisable in orderto have the claims of the Collateral Agent or the Secured Parties allowed inany judicial proceedings relative to the Borrower, its creditors and itsproperty;

 

and any trustee,receiver, liquidator, custodian or other similar official in any suchproceeding is hereby authorized by each of such Secured Parties to makepayments to the Collateral Agent, and, in the event that the Collateral Agentshall consent, to the making of payments directly to such Secured Parties, topay to the Collateral Agent such amounts as shall be sufficient to cover allreasonable expenses and liabilities incurred, and all advances made, by theCollateral Agent and each predecessor Collateral Agent except as determined tohave been caused by its own gross negligence or willful misconduct.

 

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##### **Nothingherein contained shall be deemed to authorize the Collateral Agent to authorizeor consent to or vote for or accept or adopt on behalf of any Lender or otherSecured Party any plan of reorganization, arrangement, adjustment orcomposition affecting the Notes or the rights of any holder thereof or toauthorize the Collateral Agent to vote in respect of the claim of any SecuredParty in any such proceeding except, pursuant to Section 13.7(b)(ii), tovote for the election of a trustee in bankruptcy or similar person.**

 

##### **Allrights of action and of asserting claims under the Transaction Documents, maybe enforced by the Collateral Agent without the possession of the Notes or theproduction thereof in any trial or other proceedings relative thereto, and anysuch action or proceedings instituted by the Collateral Agent shall be broughtin its own name as Collateral Agent, and any recovery of judgment, subject tothe payment of the reasonable expenses, disbursements and compensation of theCollateral Agent, each predecessor Collateral Agent and their respective agentsand attorneys, shall be for the ratable benefit of the holders of the Notes andother Secured Parties.**

 

##### **Inany proceedings brought by the Collateral Agent to enforce the Liens under theTransaction Documents (and also any proceedings involving the interpretation ofany provision of any Transaction Document), the Collateral Agent shall be heldto represent all the Secured Parties, and it shall not be necessary to make anySecured Party a party to any such proceedings.**

 

## ***Other Remedies***.  Following an Event ofDefault, the Collateral Agent shall, at the written direction of the RequiredLenders, also do one or more of the following (subject to Section 13.9):

 

##### **instituteproceedings in its own name and on behalf of the Secured Parties as CollateralAgent for the collection of all amounts then payable on the Notes or hereunderand Fee Letter with respect thereto, whether by declaration or otherwise,enforce any judgment obtained, and collect from the Borrower and any otherobligor upon the Notes moneys adjudged due;**

 

##### **institute** proceedings from time to time for thecomplete or partial foreclosure upon the Borrower Collateral;

 

##### **exercise** any remedies of a secured party underthe UCC and take any other appropriate action to protect and enforce the rightand remedies of the Collateral Agent and the Secured Parties; and

 

##### **sell** the Borrower Collateral or any portionthereof or rights or interest therein, at one or more public or private salescalled and conducted in any manner permitted by law.

 

## ***Limitation on Duty of CollateralAgent in Respect of Collateral***.

 

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##### **Beyondthe exercise of reasonable care in the custody thereof, the Collateral Agentshall have no duty as to any Borrower Collateral in its possession or controlor in the possession or control of any agent or bailee or any income thereon oras to preservation of rights against prior parties or any other rightspertaining thereto and the Collateral Agent shall not be responsible for filingany financing or continuation statements or recording any documents or instrumentsin any public office at any time or times or otherwise perfecting ormaintaining the perfection of any security interest in the BorrowerCollateral.  The Collateral Agent shallbe deemed to have exercised reasonable care in the custody of the BorrowerCollateral in its possession if the Borrower Collateral is accorded treatmentsubstantially equal to that which it accords its own property and shall not beliable or responsible for any loss or diminution in the value of any of theBorrower Collateral, by reason of the act or omission of any carrier,forwarding agency or other agent or bailee selected by the Collateral Agent ingood faith.**

 

##### **TheCollateral Agent shall not be responsible for the existence, genuineness orvalue of any of the Borrower Collateral or for the validity, perfection,priority or enforceability of the Liens in any of the Borrower Collateral,whether impaired by operation of law or by reason of any action or omission toact on its part hereunder, except to the extent such action or omissionconstitutes gross negligence or willful misconduct on the part of theCollateral Agent, for the validity or sufficiency of the Borrower Collateral orany agreement or assignment contained therein, for the validity of the title ofthe Borrower to the Borrower Collateral, for insuring the Borrower Collateralor for the payment of taxes, charges, assessments or Liens upon the BorrowerCollateral or otherwise as to the maintenance of the Borrower Collateral.**

 

##### **TheCollateral Agent shall have no duty to act outside of the United States inrespect of any Borrower Collateral located in any jurisdiction other than theUnited States.**

 

##### **TheCollateral Agent may act through its agents or attorneys and shall not beliable for any misconduct or negligence of any such agents or attorneysappointed with due care by it hereunder.**

 

##### **Inno event shall Collateral Agent be liable for special, punitive orconsequential damages.**

 

##### **Noprovision of this Receivables Financing Agreement or any other TransactionDocument shall require the Collateral Agent to risk its own funds or otherwiseincur financial liability in the performance of its duties hereunder orthereunder if it shall have reasonable grounds for believing that repayment ofsuch funds or adequate indemnity is not assured to it.**

 

# **FACILITY TERMINATION EVENTS; EVENTS OF DEFAULT**

 

## ***Facility Termination Events***.  The occurrence of any of the following shallconstitute a Facility Termination Event under this Agreement:

 

##### **Theaggregate principal amount of all Advances outstanding hereunder exceeds theBorrowing Base and such condition continues unremedied for two Business Days;**

 

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##### **TheInternal Revenue Service shall file notice of a lien pursuant to Section 6323of the Internal Revenue Code with regard to any of the assets of the Borroweror the Seller and such lien shall not have been released within 30 days, or thePension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068of ERISA with regard to any of the assets of the Borrower or the Seller andsuch lien shall not have been released within 30 days;**

 

##### **(i) Any Transaction Document or any lien or security interest granted thereunder bythe Borrower, shall (except in accordance with its terms), in whole or in part,terminate, cease to be effective or cease to be the legally valid, binding andenforceable obligation of the Borrower; or (ii) the Borrower, the Seller,the Servicer, the Guarantor, CCRT or CAR or any other party shall, directly orindirectly, contest in any manner the effectiveness, validity, binding natureor enforceability of any Transaction Document to which it is a party; or (iii) anysecurity interest securing any Obligation shall, in whole or in part, cease tobe a perfected first priority security interest (except, as to priority, forPermitted Liens that may arise after the applicable Purchase Date and asprovided in clause (b) above) against the Borrower;**

 

##### **AServicer Default shall have occurred and be continuing;**

 

##### **the**Delinquency Ratio exceeds ***;

 

##### **theAggregate Outstanding Principal Balance of Eligible Receivables relating toDealers with Dealer Reserve Percentages less than 15% exceeds *** of AggregateOutstanding Principal Balance of all Eligible Receivables; **

 

##### **theCharge-Off Ratio exceeds (i) during any period other than a period thatincludes any Collection Period that encompasses any month occurring during theperiod of December through March of any year, *** or (ii) duringa period that includes any Collection Period that encompasses any monthoccurring during the period of December through and including March ofany year, ***;**

 

##### **CCRTfails to own directly or indirectly *** of the outstanding equity in theBorrower;**

 

##### **CARshall make any payment, dividend or other distribution to CCRT or any of itsAffiliates or to the principals of CCRT or CAR and the aggregate amount of suchpayments, dividends and other distributions exceeds of *** without the priorconsent of the Administrative Agent (not to include amounts paid from time totime in accordance with the Transaction Documents to the Servicer for Servicingthe Receivables relating to any Transferred Dealer Transaction Right or for anytax payment due in accordance with the Transaction Documents);**

 

##### **the**Seller shall incur Indebtedness (other then any Indebtedness incurred pursuantto the Transaction Documents) after the date hereof in an aggregate principalamount in excess of *** without the prior consent of the Administrative Agent; 

 

##### **the**Pool Discount/Reserve Percentage exceeds ***; or

 

##### **the**occurrence of an Event of Default.

 

## ***Events of Default***.  Each of the following shall constitute anEvent of Default under this Agreement:

 

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##### **Defaultin the payment when due of any principal of any Advance, which default shallcontinue unremedied for one Business Day, or default in the payment of anyother amount payable by the Borrower or CAR (in any capacity) hereunder,including, without limitation, any Yield on any Advance or any Fees which defaultshall continue for two Business Days;**

 

##### **TheBorrower, CAR (in any capacity), the Servicer or CCRT shall fail to perform inany material respect any covenant applicable to it contained in this Agreementor any other Transaction Document, and, except in the case of the covenants andagreements contained in Sections 11.7 and 11.8, as to each of which no graceperiod shall apply, any such failure shall remain unremedied for 30 days afterknowledge thereof or after written notice thereof shall have been given by theAdministrative Agent to the Borrower, CAR, the Servicer or CCRT, as applicable;**

 

##### **Anyrepresentation or warranty of the Borrower, CAR (in any capacity), the Serviceror CCRT made or deemed to have been made hereunder or in any other TransactionDocument or any other writing or certificate furnished by or on behalf of theBorrower, CAR, the Servicer or CCRT to the Administrative Agent for purposes ofor in connection with this Agreement or any other Transaction Document shallprove to have been false or incorrect when made or deemed to have been made,and such failure would result in a Material Adverse Effect with respect to suchPerson, and such failure shall remain unremedied for 30 days after knowledgethereof or after written notice thereof shall have been given by theAdministrative Agent to the Borrower, CAR, the Servicer or CCRT, as applicable;provided that no breach shall be deemed to occur hereunder in respect of anyrepresentation or warranty relating to the “eligibility” of any Receivablerelating to any Transferred Dealer Transaction Right if such Transferred DealerTransaction Right shall have been purchased or repurchased by the Servicer orthe Seller; or**

 

##### **AnInsolvency Event shall have occurred and be continuing with respect to the Borrower,the Seller, the Servicer or CCRT.**

 

## ***Effect of an Event of Default***.

 

##### **OptionalTermination.**  Upon notice by the Administrative Agent thatan Event of Default (other than an Event of Default described in Section 14.2(d))has occurred, and so long as such Event of Default is continuing, the RequiredLenders may declare all or any portion of the outstanding principal amount ofthe Advances and other Obligations to be due and payable, whereupon the fullunpaid amount of such Advances and other Obligations which shall be so declareddue and payable shall be and become immediately due and payable, withoutfurther notice, demand or presentment and the Facility Termination Date shallbe deemed to have occurred.

 

##### **AutomaticTermination.**  Upon the occurrence of an Event of Defaultdescribed in Section 14.2(d), the Facility Termination Date shall bedeemed to have occurred automatically, and all outstanding Advances under thisAgreement and all other Obligations under this Agreement shall becomeimmediately and automatically due and payable, all without presentment, demand,protest or notice of any kind.  

 

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##### **TheAdministrative Agent will give the Collateral Agent written notice of theoccurrence of any Event of Default or any waiver of any Event of Default,provided that the failure of the Administrative Agent to give the CollateralAgent written notice of any Event of Default shall not affect the rights of theAdministrative Agent, the Collateral Agent or the Lenders with respect to theBorrower or the Borrower Collateral following such Event of Default.**

 

## ***Rights Upon Event ofDefault***.  If an Event of Default shall have occurredand be continuing, the Required Lenders may direct the Administrative Agent toexercise any of the remedies specified herein in respect of the BorrowerCollateral.

 

## ***Rights Upon FacilityTermination Event***.  If a Facility Termination Eventshall have occurred and be continuing, the Facility Termination Date shalloccur and the commitments of the Lenders hereunder shall terminate.

 

# **THE AGENTS**

 

## ***Appointment***.  Each Lender and each Agent hereunder herebyirrevocably designates and appoints U.S. Bank National Association asCollateral Agent hereunder and under the other Transaction Documents, andauthorizes the Collateral Agent to take such action on its behalf under theprovisions of this Agreement and the other Transaction Documents and toexercise such powers and perform such duties as are expressly delegated to theCollateral Agent by the terms of this Agreement and the other TransactionDocuments, together with such other powers as are reasonably incidentalthereto.  Each Lender and each Agenthereunder hereby irrevocably designates and appoints Deutsche Bank AG, New YorkBranch as the Administrative Agent hereunder and under the other TransactionDocuments, and authorizes the Administrative Agent to take such action on itsbehalf under the provisions of this Agreement and the other TransactionDocuments and to exercise such powers and perform such duties as are expresslydelegated to the Administrative Agent by the terms of this Agreement and theother Transaction Documents, together with such other powers as are reasonablyincidental thereto.  Each Lender in eachLender Group hereby irrevocably designates and appoints the Agent for suchLender Group as the agent of such Lender under this Agreement, and each suchLender irrevocably authorizes such Agent, as the agent for such Lender, to takesuch action on its behalf under the provisions of this Agreement and the otherTransaction Documents and to exercise such powers and perform such dutiesthereunder as are expressly delegated to such Agent by the terms of thisAgreement and the other Transaction Documents, together with such other powersas are reasonably incidental thereto. The Collateral Agent, the Administrative Agent and each Agent hereby accepts such appointment. Each of the Administrative Agent and the Collateral Agent shall promptlydeliver, but in any event no later than the following Business Day, a copy ofany notice, certificate, report or other documents received by it in itscapacity as Administrative Agent or Collateral Agent to each Agent, providedthat the Collateral Agent shall not be obligated to deliver any such copy toDBNY, in its capacity as an Agent, if DBNY is the Administrative Agent at suchtime and the notice, certificate, report or other document on its faceindicates that the Administrative Agent has received a copy of such item.  Notwithstanding any provision to the contraryelsewhere in this Agreement, neither the Administrative Agent, the CollateralAgent nor any Agent (the Administrative Agent, the Collateral Agent and eachAgent being referred to in this Article as a “Note Agent”) shallhave any duties or responsibilities, except those expressly set forth herein,or any fiduciary relationship with any Lender, and no implied covenants,functions, responsibilities, duties, obligations or liabilities shall be readinto this Agreement or otherwise exist against any Note Agent.

 

## ***Delegation of Duties***.  Each Note Agent may execute any of its dutiesunder this Agreement and the other Transaction Documents by or through itssubsidiaries, affiliates, agents or attorneys-in-fact and shall be entitled toadvice of counsel concerning all matters pertaining to such duties.  No Note Agent shall not beresponsible for the negligence or misconduct of any agents or attorneys-in-factselected by it with reasonable CARS Acquisition.  The Administrative Agent hereby directs theCollateral Agent to appoint, and the Collateral Agent hereby appoints, theCustodian to act as its agent to maintain custody of the Contract Files and forthe other purposes described in Section 3.03 of the Sale and ServicingAgreement.

 

## ***Exculpatory Provisions***.  Neither any Note Agent (acting in suchcapacity) nor any of its directors, officers, agents or employees shall be (a) liablefor any action lawfully taken or omitted to be taken by it or them or anyPerson described in Section 15.2 under or in connection with this Agreementor the other Transaction Documents (except for its, their or such Person’s owngross negligence or willful misconduct), or (b) responsible in any mannerto any Person for any recitals, statements, representations or warranties ofany Person (other than itself) contained in the Transaction Documents or in anycertificate, report, statement or other document referred to or provided forin,

 

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## ***or received under or in connection with, theTransaction Documents or for the value, validity, effectiveness, genuineness,enforceability or sufficiency of the Transaction Documents or any otherdocument furnished in connection therewith or herewith, or for any failure ofany Person (other than itself or its directors, officers, agents or employees)to perform its obligations under any Transaction Document or for thesatisfaction of any condition specified in a Transaction Document.  Except as otherwise expressly provided inthis Agreement, no Note Agent shall be under any obligation to any Person toascertain or to inquire as to the observance or performance of any of theagreements or covenants contained in, or conditions of, the TransactionDocuments, or to inspect the properties, books or records of the Borrower, theSeller, CAR, the Guarantor, CCRT, the Custodian, the Backup Servicer, any CapProvider or the Servicer.***

##  

## ***Reliance by Agents***.  Each Note Agent shall in all cases beentitled to rely, and shall be fully protected in relying, upon any note,writing, resolution, notice, consent, certificate, affidavit, letter,cablegram, telegram, telecopy, telex or teletype message, statement, order orother document or conversation believed by it to be genuine and correct and tohave been signed, sent or made by the proper Person or Persons and upon adviceand statements of legal counsel (including, without limitation, counsel to eachof the Lenders), independent accountants and other experts selected by suchNote Agent.  Each Note Agent shall in allcases be fully justified in failing or refusing to take any action under thisAgreement, any other Transaction Document or any other document furnished inconnection herewith or therewith unless it shall first receive such advice orconcurrence of the Lenders, as it deems appropriate, or it shall first beindemnified to its satisfaction (i) in the case of the AdministrativeAgent or the Collateral Agent, by the Lenders or (ii) in the case of anAgent, by the Lenders in its Lender Group, against any and all liability, costand expense which may be incurred by it by reason of taking or continuing totake any such action.  Each of theAdministrative Agent and the Collateral Agent shall in all cases be fullyprotected in acting, or in refraining from acting, under this Agreement, theother Transaction Documents or any other document furnished in connectionherewith or therewith in accordance with a request of the Required Lenders, andsuch request and any action taken or failure to act pursuant thereto shall bebinding upon all the Lenders.  Each Agentshall in all cases be fully protected in acting, or in refraining from acting,under this Agreement, the other Transaction Documents or any other documentfurnished in connection herewith or therewith in accordance with a request of theLenders in its Lender Group holding greater than 50% of the outstandingAdvances held by such Lender Group, and such request and any action taken orfailure to act pursuant thereto shall be binding upon all the Lenders in suchLender Group.

##  

## ***Notices***.  No Note Agent shall be deemed to haveknowledge or notice of the occurrence of any breach of this Agreement or theoccurrence of any Facility Termination Event unless such Note Agent hasreceived notice from the Servicer, the Borrower or any Lender, referring tothis Agreement and describing such event. In the event that the Administrative Agent or the Collateral Agentreceives such a notice, it shall promptly give notice thereof to each Agent,and in the event any Agent receives such a notice, it shall promptly givenotice thereof to the Lenders in its Lender Group.  The Administrative Agent or Collateral Agentshall take such action with respect to such event as shall be reasonablydirected by the Required Lenders, and each Agent shall take such action withrespect to such event as shall be reasonably directed by (i) Lenders inits Lender holding greater than 50% of the outstanding Advances held by suchLender Group; provided that unless and until such Note Agent shall havereceived such directions, such Note Agent may (but shall not be obligated to)take such action, or refrain from taking such action, with respect to suchevent as it shall deem advisable in the best interests of the Lenders or of theLenders in its Lender Group, as applicable.

##  

## ***Non-Reliance on Agent***.  The Lenders expressly acknowledge thatneither any Note Agent, nor any of its officers, directors, employees, agents,attorneys-in-fact or affiliates has made any representations or warranties toit and that no act by a Note Agent hereafter taken, including, withoutlimitation, any review of the affairs of the Borrower, the Borrower, theSeller, CAR, the Guarantor, CCRT, the Servicer, the Custodian or the BackupServicer, shall be deemed to constitute any representation or warranty by suchNote Agent to any Lender.  Each Lenderrepresents to each Note Agent that it has, independently and without relianceupon any Note Agent or any other Lender, and based on such documents andinformation as it has deemed appropriate, made its own appraisal of andinvestigation into the business, operations, property, financial and othercondition and creditworthiness of the Borrower, the Seller, CAR, the Guarantor,CCRT, the Servicer, the Custodian, the Backup Servicer and the BorrowerCollateral and made its own decision to purchase its interest in the Noteshereunder and enter into this Agreement. Each Lender also represents that it will, independently and withoutreliance upon any Note Agent or any other Lender, and based on such documentsand information as it shall deem appropriate at the time, continue to make itsown analysis, appraisals and decisions in taking or not taking action under anyof the Transaction Documents, and to make such investigation as it deemsnecessary to inform itself as to the business, operations, property, financialand other condition and creditworthiness of the Borrower, the Seller, CAR, theGuarantor, CCRT, the Servicer, the Custodian, the Backup Servicer and theBorrower Collateral.  Except as expresslyprovided

 

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## ***herein, no Note Agent shall have any duty orresponsibility to provide any Lender with any credit or other informationconcerning the Borrower Collateral or the business, operations, property,prospects, financial and other condition or creditworthiness of the Borrower,the Seller, CAR, the Guarantor, CCRT, the Borrower, the Servicer, the Custodianor the Backup Servicer which may come into the possession of such Note Agent orany of its officers, directors, employees, agents, attorneys-in-fact oraffiliates.***

##  

## ***Indemnification***.  (i)  The Committed Lenders agree toindemnify each of the Administrative Agent and the Collateral Agent and theirrespective officers, directors, employees, representatives and agents (to theextent not reimbursed by the Borrower, the Seller, the Guarantor, CCRT, theServicer, the Custodian or CAR under the Transaction Documents, and withoutlimiting the obligation of such Persons to do so in accordance with the termsof the Transaction Documents), ratably according to their CommitmentPercentages and (ii) the Committed Lenders in each Lender Group agree toindemnify the Agent for such Lender Group in its capacity as such (withoutlimiting the obligation (if any) of the Borrower, the Seller, the Guarantor,CCRT, the Servicer, the Custodian or CAR under the Transaction Documents toreimburse such Agent for any such amounts), ratably according to theirrespective Commitments, in each case, from and against any and all liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs,expenses or disbursements of any kind or nature whatsoever (including, withoutlimitation, the reasonable fees and disbursements of counsel for such NoteAgent or the affected Person in connection with any investigative, or judicialproceeding commenced or threatened, whether or not such Note Agent or suchaffected Person shall be designated a party thereto) that may at any time beimposed on, incurred by or asserted against such Note Agent or such affectedPerson as a result of, or arising out of, or in any way related to or by reasonof, any of the transactions contemplated hereunder or under the TransactionDocuments or any other document furnished in connection herewith or therewith(but excluding any such liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses or disbursements resulting solelyfrom the gross negligence or willful misconduct of such Note Agent or suchaffected Person).  The provisions of thisSection 15.7 shall survive the termination of the TransactionDocuments and the resignation or removal of the Administrative Agent,Collateral Agent or any other Note Agent.

##  

## ***Successor Agent***.  Each of the Administrative Agent andCollateral Agent may, upon five (5) days’ notice to the Lenders (with acopy to the Borrower and the Servicer), resign as Administrative Agent orCollateral Agent; provided, that an Agent or a Lender agrees to becomethe successor Administrative Agent or Collateral Agent hereunder in accordancewith the next sentence.  If theAdministrative Agent or Collateral Agent shall resign as Administrative Agentor Collateral Agent under this Agreement, then the Required Lenders during suchperiod shall appoint from among the Agents and the Committed Lenders asuccessor agent, whereupon such successor agent shall succeed to the rights,powers and duties of the Administrative Agent or Collateral Agent, as the casemay be, and the term “Administrative Agent” or “Collateral Agent” shall meansuch successor agent, effective upon its acceptance of such appointment, andthe rights, powers and duties of the former Administrative Agent or CollateralAgent as Administrative Agent or Collateral Agent shall be terminated, withoutany other or further act or deed on the part of such former agent or any of theparties to this Agreement.  In the event of any such resignation of the AdministrativeAgent or Collateral Agent, the Administrative Agent or Collateral Agent shallpromptly transfer (upon its receipt of any outstanding fees, expenses andindemnities due and owing to it) to the successor Administrative Agent orCollateral Agent, as the case may be, as directed in writing by the RequiredLenders, all accounts, funds and investments being administered under thisAgreement and shall cooperate with the Required Lenders, CAR and the successoradministrative agent to facilitate the continued perfection and priority of theLien granted for the benefit of the Secured Parties in the Borrower Collateral.  Any Agent may resign as Agent upon tendays’ notice to the Lenders in its Lender Group, the Administrative Agent andeach other Agent, the Borrower and the Servicer with such resignation becomingeffective upon a successor agent succeeding to the rights, powers and duties ofthe Agent pursuant to this Section 15.8.  If an Agent shall resign as Agent under thisAgreement, then Lenders in its Lender Group holding greater than 50% of theoutstanding Advances (or, if no Advances are outstanding, the NoncommitedLender and more than 50% (by Commitment) of the Committed Lenders in suchLender Group) held by such Lender Group shall appoint from among the CommittedLenders in such Lender Group a successor agent for such Lender Group.  After any retiring Note Agent’s resignationhereunder as Note Agent, the provisions of this Article XV shallinure to its benefit as to any actions taken or omitted to be taken by it whileit was Note Agent under this Agreement. No resignation of any Note Agent shall become effective until a successorNote Agent shall have assumed the responsibilities and obligations of such NoteAgent; provided, however, that in the event a successor NoteAgent is not appointed within 60 days after such Note Agent has given notice ofits resignation as permitted by this Section 15.8, such Note Agentmay petition a court of competent jurisdiction for its removal and appointmentof a successor.

 

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## ***Agents in their IndividualCapacity***.  Each NoteAgent and its Affiliates may make loans to, accept deposits from and generallyengage in any kind of business with the Borrower, the Seller, CAR, theGuarantor, CCRT, the Servicer, the Custodian, the Backup Servicer or any otherNote Agent or Investor as though such Note Agent were not an agenthereunder.  In addition, the Lendersacknowledges that one or more Persons which are Note Agents may act (i) asadministrator, sponsor or agent for one or more Noncommitted Lenders and insuch capacity acts and may continue to act on behalf of each such NoncommittedLender in connection with its business, and (ii) as the agent for certainfinancial institutions under the liquidity and credit enhancement agreementsrelating to this Agreement to which any one or more Noncommitted Lenders is partyand in various other capacities relating to the business of any suchNoncommitted Lender under various agreements. Any such Person, in its capacity as Note Agent, shall not, by virtue ofits acting in any such other capacities, be deemed to have duties orresponsibilities hereunder or be held to a standard of CARS Acquisition inconnection with the performance of its duties as a Note Agent other than asexpressly provided in this Agreement. Any Person which is a Note Agent may act as a Note Agent without regardto and without additional duties or liabilities arising from its role as suchadministrator or agent or arising from its acting in any such other capacity.

 

# **ASSIGNMENTS**

#  

## ***Restrictions on Assignments***.  Except as specifically provided herein and inthe Transaction Documents, neither the Borrower, the Seller, the Guarantor,CCRT, the Servicer, CAR, the Administrative Agent, the Collateral Agent, theCustodian nor Backup Servicer may assign any of their respective rights orobligations hereunder or any interest herein without the prior written consentof the Administrative Agent and the Required Lenders.  No Noncommitted Lender shall assign any ofits Advances or rights hereunder without the consent of its Committed Lendersand the consent of the Borrower; and no Committed Lender may assign any of itsAdvances or rights or commitments hereunder without the consent of the relatedNoncommitted Lenders and the consent of the Borrower.  Any Lender may furnish any informationconcerning the Borrower, the Seller, the Servicer, the Guarantors, CAR or CCRTor the Transaction Documents to prospective assignees or participants; providedthat prior to furnishing any such information, any such prospective assignee orparticipant shall have executed a confidentiality agreement in which it agreesto comply with the provisions of Section 18.14.

##  

## ***Documentation***.  Each Lender shall deliver to each assignee anassignment, in such form as such Lender and the related assignee may agree,duly executed by such Lender assigning any such rights, obligations, Advance orNote to the assignee; and such Lender shall promptly execute and deliver allfurther instruments and documents, and take all further action, that theassignee may reasonably request, in order to perfect, protect or more fullyevidence the assignee’s right, title and interest in and to the items assigned,and to enable the assignee to exercise or enforce any rights hereunder or underthe Notes evidencing such Advance.

##  

## ***Rights of Assignee***.  Upon the foreclosure of any assignment of anyAdvances made for security purposes, or upon any other assignment of anyAdvance from any Lender pursuant to this Article XVI, therespective assignee receiving such assignment shall have all of the rights ofsuch Lender hereunder with respect to such Advances and all references to theLender or Investors in Section 6.1 shall be deemed to apply to suchassignee.

##  

## ***Notice of Assignment***.  Each Lender shall provide notice to theBorrower, the Servicer and the Seller of any assignment hereunder by suchLender to any assignee.  Each Lenderauthorizes the related Agent to, and such Agent agrees that it shall, endorsethe Notes to reflect any assignments made pursuant to this Article XVIor otherwise, together with a copy of the executed assignments, which shallinclude the address, contact information, and payment instructions for theassignee.

##  

## ***Registration; Registration ofTransfer and Exchange***.

 

##### **TheAdministrative Agent shall keep a register (the “Note Register”) in which,subject to such reasonable regulations as it may prescribe, the AdministrativeAgent shall provide for the registration of the Notes and of transfer ofinterests in the Notes.  TheAdministrative Agent is hereby appointed “Note Registrar” for the purpose ofregistering the Notes and transfers of the Notes as herein provided.**

 

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##### **Eachperson who has or who acquired an interest in a Note shall be deemed by suchacquisition to have agreed to be bound by the provisions of this Section 16.5.  A Note may be exchanged (in accordance with Section 16.5(c))and transferred to the holders (or their agents or nominees) of the Advancesand to any assignee (in accordance with Section 16.1) (or its agent ornominee) of all or a portion of the Advances. The Administrative Agent shall not register (or cause to be registered)the transfer of such Note, unless the proposed transferee shall have deliveredto the Administrative Agent (i) either (x) evidence satisfactory toit that the transfer of such Note is exempt from registration or qualificationunder the Securities Act of 1933, as amended, and all applicable statesecurities laws and that the transfer does not constitute a “prohibitedtransaction” under ERISA or (y) an express agreement by the proposedtransferee to be bound by and to abide by the provisions of this Section 16.5,the restrictions noted on the face of such Note and (ii) a properlyexecuted Form W-9 and, in the case of a transferee who is a foreign person(within the meaning of Section 7701(a)(5) of the Code), a properlyexecuted Form W-8ECI, Form W-8BEN or Form W-81MY.**

 

##### **Atthe option of the holder thereof, a Note may be exchanged for one or more newNotes of any authorized denominations and of a like class and aggregateprincipal amount at an office or agency of the Borrower.  Whenever any Note is so surrendered forexchange, the Borrower shall execute and deliver (through the AdministrativeAgent) the new Note which the holder making the exchange is entitled toreceive.**

 

##### **Uponsurrender for registration of transfer of any Note at an office or agency ofthe Borrower, the Borrower shall execute and deliver (through theAdministrative Agent), in the name of the designated transferee or transferees,one or more new Notes of any authorized denominations and of a like class andaggregate principal amount.**

 

##### **AllNotes issued upon any registration of transfer or exchange of any Note inaccordance with the provisions of this Agreement shall be the valid obligationsof the Borrower, evidencing the same debt, and entitled to the same benefitsunder this Agreement, as the Note(s) surrendered upon such registration oftransfer or exchange.**

 

##### **EveryNote presented or surrendered for registration of transfer or for exchangeshall (if so required by the Borrower or the Administrative Agent) be fullyendorsed, or be accompanied by a written instrument of transfer in formsatisfactory to the Note Registrar, duly executed by the holder thereof or hisattorney duly authorized in writing. Each such Note shall be accompanied by a statement providing the name ofthe transferee and indicating whether the transferee is subject to income taxbackup withholding requirements and whether the transferee is the solebeneficial owner of such Notes.**

 

##### **Noservice charge shall be made for any registration of transfer or exchange of aNote, but the Borrower may require payment from the transferee holder of a sumsufficient to cover any tax or other governmental charge that may be imposed inconnection with any registration of transfer of exchange of a Note, other thanexchanges pursuant to this Section 16.5.**

 

##### **Theholders of the Notes shall be bound by the terms and conditions of thisAgreement.**

 

## ***Mutilated, Destroyed, Lost and Stolen Notes***.

 

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##### **Ifany mutilated Note is surrendered to the Administrative Agent, the Borrowershall execute and deliver (through the Administrative Agent) in exchangetherefor a new Note of like class and tenor and principal amount and bearing anumber not contemporaneously outstanding.**

 

##### **Ifthere shall be delivered to the Borrower and the Administrative Agent prior tothe payment of the Notes (i) evidence to their satisfaction of thedestruction, loss or theft of any Note and (ii) such security or indemnityas may be required by them to save each of them and any agent of either of themharmless, then, in the absence of notice to the Borrower or the AdministrativeAgent that such Note has been acquired by a bona fide Lender, the Borrowershall execute and deliver (through the Administrative Agent), in lieu of anysuch destroyed, lost or stolen Note, a new Note of like class, tenor andprincipal amount and bearing a number not contemporaneously outstanding.**

 

##### **Uponthe issuance of any new Note under this Section 16.6, the Borrower mayrequire the payment from the transferor holder of a sum sufficient to cover anytax or other governmental charge that may be imposed in relation thereto andany other expenses connected therewith.**

 

##### **Everynew Note issued pursuant to this Section 16.6 and in accordance with theprovisions of this Agreement, in lieu of any destroyed, lost or stolen Noteshall constitute an original additional contractual obligation of the Borrower,whether or not the destroyed, lost or stolen Note shall be at any timeenforceable by anyone, and shall be entitled to all the benefits of thisAgreement equally and proportionately with any and all other Notes duly issuedhereunder.**

 

##### **Theprovisions of this Section 16.6 are exclusive and shall preclude (to the extentlawful) all other rights and remedies with respect to the replacement orpayment of a mutilated, destroyed, lost or stolen Note.**

 

## ***Persons Deemed Owners***.  TheBorrower, the Servicer, the Seller, the Backup Servicer, the Agents, theAdministrative Agent, the Collateral Agent, the Custodian and any agent for anyof the foregoing may treat the holder of any Note as the owner of such Note forall purposes whatsoever, whether or not such Note may be overdue, and none ofBorrower, the Seller, the Guarantor, CCRT, the Servicer, the Agents, theAdministrative Agent, the Collateral Agent, the Custodian and any such agentshall be affected by notice to the contrary.

##  

## ***Cancellation***.  All Notes surrendered for payment orregistration of transfer or exchange shall be promptly canceled.  The Borrower shall promptly cancel anddeliver to the Administrative Agent any Notes previously authenticated anddelivered hereunder which the Borrower may have acquired in any mannerwhatsoever, and all Notes so delivered shall be promptly canceled by theBorrower.  No Notes shall beauthenticated in lieu of or in exchange for any Notes canceled as provided inthis Section 16.8, except as expressly permitted by this Agreement.

##  

## ***Participations; Pledge***.

 

##### **Atany time and from time to time, each Lender may, in accordance with applicablelaw, at any time grant participations in all or a portion of its Commitmentand/or its interest in the Advances and other payments due to it under thisAgreement and the Notes to any Person (each, a “Participant”); provided,however, that no participation shall be granted to any Person unless and untilthe Administrative Agent shall have consented thereto (which consent shall notbe unreasonably withheld or delayed). Each Lender hereby acknowledges and agrees that (A) any suchparticipation will not alter or affect such Lender’s direct obligationshereunder, and (B) neither the Borrower, the Seller, the Guarantor, CCRT,Administrative Agent, the Collateral Agent, the Custodian, any Agent, theBackup Servicer nor the Servicer shall have any obligation to have anycommunication or relationship with any Participant.  Each Participant shall comply with theprovisions of Section 5.1(c).**

 

55

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##### **EachLender may pledge its interest in the Advances and the Notes to any FederalReserve Bank as collateral in accordance with applicable law.**

 

# **INDEMNIFICATION**

#  

## ***Indemnity***.  The Borrower (to the extent of fundsavailable therefor under Section 9.5 of this Agreement) agrees, toindemnify and hold harmless the Administrative Agent, the Collateral Agent, theBackup Servicer, the Lenders, the Agents and each of their Affiliates, andtheir respective successors and assigns (each an “Indemnified Party”)against any and all claims, damages, losses, liabilities or expenses(including, but not limited to, reasonable attorneys’ fees, court costs andcosts of investigation to the extent actually incurred) of any kind or naturewhatsoever awarded against or incurred by any of them in connection with thisAgreement and the Transaction Documents; excluding, however, asto each Indemnified Party (and the Borrower shall not have any obligation toindemnify any such Person for any liabilities arising from), (a) claims,damages, losses, liabilities or expenses payable to such Indemnified Party to the extent determined by a court ofcompetent jurisdiction to have resulted from gross negligence or willfulmisconduct on the part of any such Indemnified Partyor its agent or subcontractor, or (b) taxesimposed on such Indemnified Party or any affiliate thereof, howeverdenominated, and franchise taxes imposed on the net income of any IndemnifiedParty, in each case imposed: (1) by the United States or any politicalsubdivision or taxing authority thereof or therein; (2) by anyjurisdiction under the laws of which such Indemnified Party or its applicablelending office is organized or located, managed or controlled or in which itsprincipal office is located or any political subdivision or taxing authoritythereof or therein; or (3) by reason of any connection between thejurisdiction imposing such tax and such Indemnified Party or such lendingoffice other than a connection arising solely from this Agreement or any otherTransaction Document or any transaction hereunder or thereunder.  The provisions ofthis Section 13.7 shall survive the resignation or removal of theAdministrative Agent or the Collateral Agent or any successor AdministrativeAgent or the Collateral Agent and the termination of this Agreement.  If the Borrower has made any indemnitypayments pursuant to this Section 17.1 and the Indemnified Partythereafter collects any of such amounts from others, such Indemnified Partyshall promptly repay such amounts collected to the Borrower, without interest.

##  

## ***Contribution***.  If for any reason (other than the exclusions (a) through(b) set forth in Section 17.1) the indemnification providedabove in Section 17.1 is unavailable to an Indemnified Party or isinsufficient to hold an Indemnified Party harmless, then the Borrower agrees tocontribute to the amount paid or payable by such Indemnified Party as a resultof such loss, claim, damage or liability in such proportion as is appropriateto reflect not only the relative benefits received by such Indemnified Party,on the one hand, and the Borrower, on the other hand, but also the relativefault of such Indemnified Party, on the one hand, and the Borrower, on theother hand, as well as any other relevant equitable considerations.

##  

# **MISCELLANEOUS**

#  

## ***No Waiver; Remedies***.  No failureon the part of any Investor, any Agent, the Administrative Agent, theCollateral Agent, any Indemnified Party or any Affected Person to exercise, andno delay in exercising, any right, power or remedy hereunder shall operate as awaiver thereof; nor shall any single or partial exercise by any of them of anyright, power or remedy hereunder preclude any other or further exercisethereof, or the exercise of any other right, power or remedy.  The remedies herein provided are cumulativeand not exclusive of any remedies provided by law.  Without limiting the foregoing, each Investorand Participant is hereby authorized by the Borrower, the Seller and CAR at anytime and from time to time, to the fullest extent permitted by law, to set offand apply any and all deposits (general or special, time or demand, provisionalor final) at any time held and other indebtedness at any time owing by it to orfor the credit or the account of the Borrower, the Seller or CAR (as the casemay be) to the amounts owed by the Borrower, such Seller or CAR, respectively,under this Agreement, to the Administrative Agent, the Collateral Agent, theAgents, any Affected Person, any Indemnified Party or any Investor or theirrespective successors and assigns.

##  

## ***Amendments, Waivers***.  This Agreement may not be amended,supplemented or modified nor may any provision hereof be waived except inaccordance with the provisions of this Section 18.2.  With the written consent of the RequiredLenders, the Agents, Borrower, the Seller, the Guarantor, CCRT, the Servicer,CAR, Administrative Agent, the Collateral Agent, the Custodian and the BackupServicer may, from time to time, enter into written amendments, supplements,waivers or modifications hereto for the purpose of adding any provisions tothis

 

56

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## ***Agreement or changing in any manner therights of any party hereto or waiving, on such terms and conditions as may bespecified in such instrument, any of the requirements of this Agreement; provided,however, that no such amendment, supplement, waiver or modificationshall (i) reduce the amount of or extend the maturity of any payment withrespect to an Advance or reduce the rate or extend the time of payment of Yieldthereon, or reduce or alter the timing of any other amount payable to anyLender hereunder, in each case without the consent of each Lender affectedthereby or (ii) amend, modify or waive any provision of this Section 18.2or 18.11, or reduce the percentage specified in the definition of RequiredLenders, in each case without the written consent of all Lenders.  Any waiver of any provision of this Agreementshall be limited to the provisions specifically set forth therein for the periodof time set forth therein and shall not be construed to be a waiver of anyother provision of this Agreement.  Noamendment, supplement, modification or waiver of this Agreement shall takeeffect unless each Rating Agency shall have confirmed that such action will notresult in the withdrawal or reduction of its rating of the Notes.***

##  

## ***Notices, Etc***.  All notices and other communications providedfor hereunder shall, unless otherwise stated herein, be in writing (includingfacsimile communication) and shall be personally delivered or sent by certifiedmail, postage prepaid, or by facsimile, to the intended party at the address orfacsimile number of such party set forth under its name on the signature pages hereofor at such other address or facsimile number as shall be designated by suchparty in a written notice to the other parties hereto.  All such notices and communications to CAR,CAR Servicing or CCRT, in any capacity, shall be copied to its counsel,Troutman Sanders LLP, 600 Peachtree Street, Suite 5200, Atlanta, Georgia30308-2216, Attn: William Brinkley Dickerson, Esq., 404-885-3822(telephone), 404-962-6743 (facsimile). All such notices and communications to the Borrower shall be copied toits counsel, Lionel Sawyer & Collins, 50 W. Liberty Street, Suite 1100,Reno, NV 89501, Attn: Colleen A. Dolan, (telephone) 775-788-8654, (facsimile)775-788-8682.  All such notices andcommunications shall be effective, (a) if personally delivered, whenreceived, (b) if sent by certified mail, three Business Days after havingbeen deposited in the mail, postage prepaid, (c) if sent by overnightcourier, one Business Day after having been given to such courier, and (d) iftransmitted by facsimile, when sent, receipt confirmed by telephone orelectronic means, except that notices and communications pursuant to Section 2.2shall not be effective until received.

##  

## ***Costs, Expenses and Taxes***.  (a)  In addition to the rights ofindemnification granted under Section 17.1, the Borrower or CAR onbehalf of the Borrower agrees to pay on demand all reasonable out of pocketcosts and expenses of the Administrative Agent, the Collateral Agent, theBackup Servicer, the Agents and the Lenders in connection with the preparation(subject to the Fee Letter), execution, delivery and syndication of thisAgreement, any Support Facility and the other documents and agreements to bedelivered hereunder or with respect hereto, and CAR further agrees to pay allreasonable out of pocket costs and expenses of the Administrative Agent, theCollateral Agent, the Backup Servicer, the Agents and the Lenders in connectionwith any amendments, waivers or consents executed in connection with thisAgreement and any Support Facility, including, without limitation, thereasonable actual fees and out-of-pocket expenses of counsel for the AdministrativeAgent, the Collateral Agent, the Backup Servicer, the Agents and the Lenderswith respect thereto and with respect to advising the Administrative Agent, theCollateral Agent, the Backup Servicer, the Agents and the Lenders as to theirrights and remedies under this Agreement and any Support Facility, and to payall reasonable costs and expenses, if any (including reasonable counsel feesand expenses actually incurred), of the Administrative Agent, the CollateralAgent, the Backup Servicer, the Agents, the Lenders, the Investors, and theirrespective Affiliates, in connection with the enforcement against CCRT, CAR orthe Borrower of this Agreement or any of the other Transaction Documents andthe other documents and agreements to be delivered hereunder or with respecthereto, provided that, so long as no Facility Termination Event hasoccurred and is continuing, after the Effective Date the Borrower and CAR,individually or collectively, shall not be obligated under this Agreement toreimburse (x) the Administrative Agent, the Agents, the Lenders and theInvestors for costs and expenses, including without limitation filing fees,periodic audit expenses, rating agency fees, due diligence expenses, accountingexpenses, fees and expenses of counsel and disbursements, in excess of $100,000in the aggregate in any calendar year, (y) the Backup Servicer for costs andexpenses, including without limitation filing fees, periodic audit expenses,fees and expenses of counsel and disbursements, in excess of $25,000 in theaggregate in any calendar year and (z) the Collateral Agent for costs andexpenses, including without limitation filing fees, periodic audit expenses,fees and expenses of counsel and disbursements, in excess of $25,000 in theaggregate in any calendar year.

##  

## ***Binding Effect; Survival***.  This Agreement shall be binding upon andinure to the benefit of Borrower, the Seller, the Guarantor, CCRT, theInvestors, the Agents, the Administrative Agent, the Collateral Agent, theBack-Up Servicer, the Custodian, the Servicer, CAR, and their respectivesuccessors and permitted assigns, and the provisions of Section 5.1(b),Article VI, Section 12.1 and Article XVIIshall inure to the benefit of the Affected Persons and the Indemnified Parties,respectively, and their respective successors and permitted assigns; provided,however, nothing in the foregoing shall be deemed to authorize anyassignment not permitted by Article XVI or any other provisions

 

57

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## ***of*** the Transaction Documents.  This Agreement shall create and constitutethe continuing obligations of the parties hereto in accordance with its terms,and shall remain in full force and effect until such time when all Obligationshave been finally and fully paid and performed. The rights and remedies with respect to any breach of any representationand warranty made by the Borrower pursuant to Article X and theindemnification and payment provisions of Article VI,Section 12.1and Article XVII and the provisions of Section 18.10, Section 18.11and Section 18.12 shall be continuing and shall survive anytermination of this Agreement and any termination of CAR’s rights to act asServicer hereunder or under any other Transaction Document.

##  

## ***Captions and Cross References***.  The various captions (including, withoutlimitation, the table of contents) in this Agreement are provided solely forconvenience of reference and shall not affect the meaning or interpretation ofany provision of this Agreement.  Unlessotherwise indicated, references in this Agreement to any Section, Schedule orExhibit are to such Section of or Schedule or Exhibit tothis Agreement, as the case may be, and references in any Section, subsection,or clause to any subsection, clause or subclause are to such subsection, clauseor subclause of such Section, subsection or clause.

##  

## ***Severability***.  Any provision of this Agreement which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions of this Agreement or affecting thevalidity or enforceability of such provision in any other jurisdiction.

##  

## ***GOVERNING LAW***.  THIS AGREEMENT AND THE NOTES SHALL BE ACONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORKWITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHERTHAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

##  

## ***Counterparts***.  This Agreement may be executed by the partieshereto in several counterparts, each of which shall be deemed to be an originalbut all of which shall constitute together but one and the same agreement.

##  

## ***WAIVER OF JURY TRIAL***.  EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BYJURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR INCONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANYCOURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) ORACTIONS OF THE SELLER, THE BORROWER, THE SERVICER, THE CUSTODIAN, THE BACKUPSERVICER, THE GUARANTOR, ADMINISTRATIVE/COLLATERAL AGENT, THE AGENTS, THEINVESTORS OR ANY OTHER AFFECTED PERSON. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL ANDSUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACHOTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS AMATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHERTRANSACTION DOCUMENT.

##  

## ***No Proceedings***.

 

##### **Eachof the Borrower, the Seller, CAR, the Guarantor, CCRT, the Custodian, theServicer, the Backup Servicer, the Administrative Agent, the Collateral Agent,each Agent and each Investor hereby agrees that it will not institute againstany Lender which is a Structured Lender, or join any other Person ininstituting against such Lender, any insolvency proceeding (namely, anyproceeding of the type referred to in the definition of Insolvency Event) solong as any commercial paper or other senior indebtedness issued by such Lendershall be outstanding or there shall not have elapsed one year plus one daysince the last day on which any such commercial paper or other seniorindebtedness shall be outstanding.  Theforegoing shall not limit such Person’s right to file any claim in or otherwisetake any action with respect to any insolvency proceeding that was institutedby any Person other than such Person.**

 

58

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##### **Eachof CAR, the Custodian, the Servicer, the Seller, the Backup Servicer, eachAgent, each Investor, the Administrative Agent and the Collateral Agent herebyagrees that it will not institute against the Borrower, or join any otherPerson in instituting against the Borrower, any insolvency proceeding (namely,any proceeding of the type referred to in the definition of Insolvency Event)so long as any Advances or other amounts due from the Borrower hereunder or anyindebtedness issued by the Borrower secured by motor vehicle installment salescontracts or loans and other related collateral shall be outstanding, or thereshall not have elapsed one year plus one day since the last day on which anysuch Advances or other amounts shall be outstanding.  The foregoing shall not limit such Person’sright to file any claim in or otherwise take any action with respect to anyinsolvency proceeding that was instituted by any Person other than such Person.**

 

## ***Limited Recourse***.  No recourse under any obligation, covenant oragreement of a Lender, the Borrower, CAR, or the Servicer contained in thisAgreement shall be had against any incorporator, stockholder, officer,director, member, manager, employee or agent of any Lender, the Borrower, CAR,or the Servicer, or any of their respective Affiliates (solely by virtue ofsuch capacity), by the enforcement of any assessment or by any legal orequitable proceeding, by virtue of any statute or otherwise; it being expresslyagreed and understood that this Agreement is solely a corporate obligation ofeach Lender, the Borrower, CAR, or the Servicer, as applicable, and that nopersonal liability whatever shall attach to or be incurred by any incorporator,stockholder, officer, director, member, manager, employee or agent of anyLender, the Borrower, CAR, or the Servicer, or any of their respectiveAffiliates (solely by virtue of such capacity), or any of them under or byreason of any of the obligations, covenants or agreements of a Lender, theBorrower, CAR, or the Servicer contained in this Agreement or in any otherTransaction Document, or implied therefrom, and that any and all personalliability for breaches by a Lender, the Borrower, CAR or the Servicer, asapplicable, of any of such obligations, covenants or agreements, either atcommon law or at equity, or by statute, rule or regulation, of every suchincorporator, stockholder, officer, director, member, manager, employee oragent is hereby expressly waived as a condition of and in consideration for theexecution of this Agreement and any of the other Transaction Documents; providedthat the foregoing shall not relieve any such Person from any liability itmight otherwise have as a result of their willful misconduct, gross negligenceor of fraudulent actions taken or fraudulent omissions made by them.

 

## ***ENTIRE AGREEMENT***.  THIS AGREEMENT AND THE OTHER TRANSACTIONDOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEENTHE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONGTHE PARTIES.

 

## ***Confidentiality.***  9.  The Borrower, the Servicer, the Seller, CCRT,the Guarantor and CAR shall hold in confidence, and not disclose to any Person,the identity of any Lender or the terms of any fees payable in connection withthis Agreement except they may disclose such information (i) to theiraffiliates and its and their officers, directors, employees, agents, counsel,accountants, auditors, advisors or representatives, (ii) with the consentof such Lender, (iii) to the extent the Borrower, the Seller, CAR, theGuarantor, CCRT or the Servicer or any Affiliate of any of them should berequired by any law or regulation applicable to it or requested by any OfficialBody to disclose such information or (iv) at any time which is 18 monthsafter such information was provided to the Borrower, the Seller, CAR, theGuarantor, CCRT or the Servicer; provided, that, in the case of clause(iii), the Borrower, such Seller, CAR, the Guarantor, CCRT or the Servicer, asthe case may be, will use all reasonable efforts to maintain confidentialityand will (unless otherwise prohibited by law) notify the Administrative Agentof its intention to make any such disclosure prior to making such disclosure.

 

### **The Administrative Agent, the Collateral Agent, the Backup Servicer,each Agent and each Lender, severally and with respect to itself only,covenants and agrees that any information obtained by the Administrative Agent,the Collateral Agent, the Backup Servicer, such Agent or such Lender pursuantto this Agreement shall be held in confidence (it being understood thatdocuments provided to the Administrative Agent, the Collateral Agent hereundermay in all cases be distributed by the Administrative Agent, the CollateralAgent to the Agents and the Lenders) except that the Administrative Agent, theCollateral Agent, the Backup Servicer, such Agent or such Lender may disclosesuch information (i) to its affiliates, officers, directors, employees,agents, counsel, accountants, auditors, advisors or representatives, (ii) tothe extent such information has become available to the public other than as aresult of a disclosure by or through the Administrative Agent, the CollateralAgent, the Backup Servicer, such Agent or such Lender, (iii) to the extentsuch information was available to the Administrative Agent, the CollateralAgent, the Backup Servicer, such**

 

59

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### **Agent or such Lender on a nonconfidential basis prior to its disclosureto the Administrative Agent, the Collateral Agent, the Backup Servicer, suchAgent or such Lender hereunder, (iv) with the consent of CAR, (v) tothe extent permitted by Article XVI, (vi) to the extent theAdministrative Agent, the Collateral Agent, the Backup Servicer, such Agent orsuch Lender should be (A) required in connection with any legal orregulatory proceeding or (B) requested by any Official Body to disclosesuch information, (vii) for the purposes of establishing a “due diligence”defense, (viii) in the case of any Lender that is a Structured Lender, torating agencies, placement agents and providers of liquidity and credit supportwho agree to hold such information in confidence or (ix) at any time whichis 18 months after such information was provided to the Administrative Agent,the Collateral Agent, the Backup Servicer, such Agent or such Lender; provided,that, in the case of clause (vi) above, the Administrative Agent, theCollateral Agent, the Backup Servicer, such Agent or such Lender, asapplicable, will use all reasonable efforts to maintain confidentiality and, inthe case of clause (vi)(A) above, will (unless otherwise prohibited bylaw) notify CAR of its intention to make any such disclosure prior to makingany such disclosure.**

 

[signaturepages begin on next page]

 

60

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IN WITNESS WHEREOF, the parties have caused thisAgreement to be executed by their respective officers thereunto duly authorizedas of the day and year first above written.

 
|                                                                        | CAR FUNDING, INC., as Borrower |
|-----------------------------------------------------------------------------|--------------------------------|
|                                                                        |                           |
|                                                                        | By:                            |   |   |
|                                                                        |                           | Name: |
|                                                                        |                           | Title: |
|                                                                        |                           | 101 Convention Center Drive, Suite 850- |
|                                                                        |                           |  24A |
|                                                                        |                           | Las Vegas, NV 89109 |
|                                                                        |                           | Attention: Joshua C. Miller, Assistant |
|                                                                        |                           |  Secretary |
|                                                                        |                           | Facsimile No.: 702-598-3651 |
|                                                                        |                           |
|                                                                        |                           |
| **CAR FINANCIAL SERVICES, INC., individually  and as Seller and Custodian** |
| ** **                                                                  |
|                                                                        | By:                            |   |   |
|                                                                        |                           | Name: |
|                                                                        |                           | Title: |
|                                                                        |                           | 245 Perimeter Center Parkway, Suite 600 |
|                                                                        |                           | Atlanta, GA 30346 |
|                                                                        |                           | Attention: General Counsel |
|                                                                        |                           | Facsimile No.: 770-206-6187 |
|                                                                        |                           |
|                                                                        |                           |
| **CONSUMER AUTO RECEIVABLES SERVICING, LLC,  individually and as Servicer** |
| ** **                                                                  |
|                                                                        | By:                            |   |   |
|                                                                        |                           | Name: |
|                                                                        |                           | Title: |
|                                                                        |                           | 245 Perimeter Center Parkway, Suite 600 |
|                                                                        |                           | Atlanta, GA 30346 |
|                                                                        |                           | Attention: General Counsel |
|                                                                        |                           | Facsimile No.: 770-206-6187 |
|                                                                             |                                |  |  |  |  |  |  |  |  |  |

 

61

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| **COMPUCREDIT  CORPORATION, as Guarantor** |   |
|--------------------------------------------|--------|
| ** **                                 |   |
|                                       | By:    |   |   |
|                                       |   | Name: |
|                                       |   | Title: |
|                                       |   | 245 Perimeter Center Parkway, Suite 600 |
|                                       |   | Atlanta, GA 30346 |
|                                       |   | Attention: General Counsel |
|                                       |   | Facsimile No.: 770-206-6187 |
|                                            |        |  |  |  |

 

62

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|   | U.S. BANK  NATIONAL ASSOCIATION, as  Collateral Agent        |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |
|   |                                                         |   |
|   | U.S. Bank Corporate Trust Services                           |
|   | 60 Livingston Avenue                                         |
|   | EP-MN-WS3D                                                   |
|   | St. Paul, Minnesota 55107-2292                               |
|   |                                                         |
|   | Attention: Car Funding Inc.                                  |
|   | Facsimile No.: (651) 495-8093                                |
|   |                                                         |
|   |                                                         |
|   | DEUTSCHE  BANK AG, NEW YORK BRANCH,  as Administrative Agent |
|   |                                                         |
|   |                                                         |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |
|   |                                                         |   |
|   |                                                         |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |
|   |                                                         |   |
|   | 60 Wall Street                                               |
|   | New York, New York 10005                                     |
|   | Attention: Conduit Funding/Administration                    |
|   | Telecopier: (212) 797-5150                                   |

 

63

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|   | WELLS FARGO BANK, NATIONAL ASSOCIATION, as  Backup Servicer |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   | By:                                                         |   |   |
|   |                                                        | Name: |
|   |                                                        | Title: |
|   |                                                        |   |
|   | Address: MAC N9311-161                                      |
|   |                                                        | Sixth Street and Marquette Avenue |
|   |                                                        | Minneapolis, Minnesota 55479 |
|   | Attention:                                                  | Corporate  Trust Services – Asset-  Backed Administration |
|   | Telephone:                                                  | 612-667-8058 |
|   | Facsimile No.:                                              | 612-667-3464 |
|        |                                                             |  |  |  |

 

64

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NANTUCKETLENDER GROUP

 
| Type of Lender:             | NANTUCKET FUNDING CORP., LLC                   |
|-----------------------------|------------------------------------------------|
| Noncommitted  Lender        |                                           |
|                        |                                           |
| Maximum Purchase            | By:                                            |   |   |
| Amount:   $150,000,000 |                                           | Name: |
|                        |                                           | Title: |
|                        |                                           |   |
|                        |                                           |   |
|                        | Address for Notices:                           |
|                        |                                           |
|                        | c/o Lord Securities Corporation                |
|                        | 48 Wall Street, 27th Floor                     |
|                        | New York, New York 10005                       |
|                        | Attn: President                                |
|                        | Telecopier: (212)346-9012                      |
|                        |                                           |
|                        | with a copy to:                                |
|                        |                                           |
|                        | c/o Deutsche  Bank AG, New York Branch,  Agent |
|                        | 60 Wall Street                                 |
|                        | New York, New York 10005                       |
|                        | Attention: Conduit Funding/Administration      |
|                        | Telecopier: (212) 797-5150                     |
|                        |                                           |
|                        | Payment Instructions:                          |
|                        |                                           |
|                        | Fed ABA: 026-003-780                           |
|                        | Fed Bank: Deutsche Bank, NY                    |
|                        | Acct. #: 10-598524-0008                        |
|                        | Acct. Name: Nantucket Funding Corp., LLC       |
|                        | Attention:  Siegfried Rader Ph: 212-474-7737   |
|                        | Ref: CCRT                                      |
|                        |                                           |
|                        |                                           |
| Type of Lender:             | DEUTSCHE BANK AG, NEW YORK BRANCH              |
| Committed  Lender           |                                           |
|                        |                                           |
| Commitment: $150,000,000    | By:                                            |   |   |
|                        |                                           | Name: |
|                        |                                           | Title: |
|                        |                                           |   |
|                        | By:                                            |   |   |
|                        |                                           | Name: |
|                        |                                           | Title: |
|                             |                                                |  |  |  |

 

65

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|   | Address for Notices:                      |
|--------|-------------------------------------------|
|   |                                      |
|   | c/o  Deutsche Bank AG, New York Branch    |
|   | 60 Wall Street                            |
|   | New York, New York 10005                  |
|   | Attention: Conduit Funding/Administration |
|   | Telecopier: (212) 797-7973                |
|   |                                      |
|   | Payment Instructions:                     |
|   |                                      |
|   | Fed ABA: 021-000-018                      |
|   | Fed Bank: The Bank of New York            |
|   | Acct. Name: DBO                           |
|   | Account #: GLA-111569                     |
|   | Attention:  Nicole Lashley                |
|   | Ref: CCRT                                 |

 

66

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|   | DEUTSCHE  BANK AG, NEW YORK BRANCH,  as Agent |   |
|--------|-----------------------------------------------|--------|
|   |                                          |   |   |
|   | By:                                           |   |   |
|   |                                          | Name:  |
|   |                                          | Title: |
|   |                                          |   |
|   |                                          |   |
|   | By:                                           |   |   |
|   |                                          | Name:  |
|   |                                          | Title: |
|   |                                          |   |
|   | Address for Notices:                          |
|   |                                          |
|   | c/o  Deutsche Bank AG, New York Branch        |
|   | 60 Wall Street                                |
|   | New York, New York 10005                      |
|   | Attention: Conduit Funding/Administration     |
|   | Telecopier: (212) 797-7973                    |
|   |                                          |
|   | Payment Instructions:                         |
|   |                                          |
|   | Fed ABA: 021-000-018                          |
|   | Fed Bank: The Bank of New York                |
|   | Acct. Name: DBO                               |
|   | Account #: GLA-111569                         |
|   | Attention:  Nicole Lashley                    |
|   | Ref: CCRT                                     |

 

67

----

 

EXHIBIT A

 

Deutsche BankAG, New York Branch,as Administrative Agent

60 Wall Street

New York, NY 10005

Attention:                     

Fax #: (212) 797-        

Phone #: (212) 250-++++

 

RE:          Advance Request: $               

 

[                      ]

 

Gentlemen and Ladies:

 

This Advance Request is delivered to you pursuant to Section 2.2of the Receivables Financing Agreement, dated as of April 1, 2005(together with all amendments, if any, from time to time made thereto, the “ReceivablesFinancing Agreement”), among CAR Funding Inc. (the “Borrower”), CARFinancial Services, Inc., Consumer Auto Receivables Servicing, LLC,CompuCredit Corporation, U.S. Bank National Association, Deutsche Bank AG, NewYork Branch, Wells Fargo Bank, National Association, and the Lenders and Agentsparties thereto.  Unless otherwisedefined herein or the context otherwise requires, capitalized terms used hereinhave the meanings provided in the Receivables Financing Agreement.

 

The Borrower hereby requests that an Advance be madein the aggregate principal amount of$          on the                            .

 

Please wire xxxxxxxxx to the Cap ReserveAccount to cause the amount on deposit therein to equal the Required CapReserve Account Amount and xxxxxxxxxx to the Borrower at the Borrower’sdirection.  Wiring instructions areincluded at the end of this letter.

 

The Borrower represents that the conditions describedin subsections 7.2(a) through 7.2(h) of the Receivables FinancingAgreement have been satisfied with respect to the Advance.

 

The Borrower agrees that if prior to the EffectiveDate any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify theAdministrative Agent.  Except to theextent, if any, that prior to the time of the Advance requested hereby theAdministrative Agent shall receive written notice to the contrary from theBorrower, each matter certified to herein shall be deemed once again to becertified as true and correct at the date of such Advance as if then made.

 

The Borrower has caused this Advance Request to beexecuted and delivered, and the certification and warranties contained hereinto be made, by its duly authorized officer this     day of          , 200  .

 
|   | CAR FUNDING, INC. |
|--------|-------------------|
|   | By:               |   |
|   |              | Name: |
|   |              | Title: |

 

----

 

Wire Instructions:

 

Bank:

ABA

Account Name:

Account Number:

For further credit to account

Ref:

 

----

 

EXHIBIT B

 

NOTE

 

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTEREDUNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATESECURITIES LAW, AND MAY NOT BE DIRECTLY OR INDIRECTLY OFFERED OR SOLD OROTHERWISE DISPOSED OF BY THE OWNER HEREOF UNLESS SUCH TRANSACTION IS EXEMPTFROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, AND WILL NOT BE A “PROHIBITEDTRANSACTION” UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, ASAMENDED (“ERISA”).  BY ACCEPTANCE OF THISNOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLESFINANCING AGREEMENT.

 
| $                     |                    , 2005 |
|---------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|

 

FOR VALUE RECEIVED, the undersigned, CAR FUNDING,INC., a Nevada corporation (the “Borrower”), promises to pay to theorder of                    ,as Agent, on the Facility Termination Date the principal sum of                                         ($                )or, if less, the aggregate unpaid principal amount of all Advances shown on theschedule attached hereto (and any continuation thereof) and/or in therecords of Agent made by the Lenders in the related Lender Group pursuant tothat certain Receivables Financing Agreement, dated as of April 1, 2005](together with all amendments and other modifications, if any, from time totime thereafter made thereto, the “Receivables Financing Agreement”),among the Borrower, CAR Financial Services, Inc., Consumer AutoReceivables Servicing, LLC, CompuCredit Corporation, U.S. Bank NationalAssociation, Deutsche Bank AG, New York Branch, Wells Fargo Bank, NationalAssociation, and the Lenders and the Agents parties thereto.  Unless otherwise defined, capitalized termsused herein have the meanings provided in the Receivables Financing Agreement.

 

The Borrower also promises to pay Yield on the unpaidprincipal amount hereof from time to time outstanding from the date hereofuntil maturity (whether by acceleration or otherwise) and, after maturity,until paid, at the rates per annum and on the dates specified in theReceivables Financing Agreement.

 

Payments of both principal and Yield are to be made inlawful money of the United States of America in same day or immediatelyavailable funds to the account designated by the Administrative Agent pursuantto the Receivables Financing Agreement.

 

This Note is one of the Notes referred to in, andevidences indebtedness incurred under, the Receivables Financing Agreement, andthe holder hereof is entitled to the benefits of the Receivables FinancingAgreement, to which reference is made for a description of the security forthis Note and for a statement of the terms and conditions on which the Borroweris permitted and required to make prepayments and repayments of principal ofthe indebtedness evidenced by this Note and on which such indebtedness may bedeclared to be immediately due and payable.

 

----

 

All parties hereto, whether as makers, endorsers, orotherwise, severally waive presentment for payment, demand, protest and noticeof dishonor.

 

As provided in the Receivables Financing Agreement andsubject to certain limitations therein set forth, the transfer of this Note isregistrable in the Note Register, upon surrender of this Note for registrationof transfer at the office or agency of the Administrative Agent in The City ofNew York, duly endorsed by, or accompanied by a written instrument of transferin the form satisfactory to the Note Registrar duly executed by, the holderhereof or his attorney duly authorized in writing, and thereupon one or morenew Notes, of authorized denominations and for the same aggregate principalamount, will be issued to the designated transferee or transferees.

 

The Notes are issuable only in registered form withoutcoupons in minimum denominations of $100,000. As provided in the Receivables Financing Agreement and subject tocertain limitations therein set forth, Notes are exchangeable for a likeaggregate principal amount of Notes of a different authorized denomination, asrequested by the holder surrendering the same.

 

No service charge shall be made for any suchregistration of transfer or exchange, but the Borrower may require payment of asum sufficient to cover any tax or other governmental charge payable inconnection therewith.

 

The Borrower, any agent of the Borrower, and theAdministrative Agent may treat the Person in whose name this Note is registeredas the owner hereof for all purposes, whether or not this Note may be overdue,and neither the Borrower nor any such agent shall be affected by notice to thecontrary.

 

The holder hereof hereby agrees, and any assignee ofsuch holder, by accepting such assignment, shall be deemed to have agreed, thatit will not institute against any Lender which is a Structured Lender or theBorrower, or join any other Person in instituting against any such Lender orthe Borrower, any insolvency proceeding (namely, any proceeding of the typereferred to in the definition of Insolvency Event) so long as, in the case ofany such Lender, any commercial paper or other senior indebtedness issued bysuch Lender shall be outstanding or there shall not have elapsed one year plusone day since the last day on which any such commercial paper or other seniorindebtedness shall be outstanding and, in the case of the Borrower, anyAdvances or other amounts due from the Borrower hereunder shall be outstandingor there shall not have elapsed one year plus one day since the last dayon which any such Advances or other amounts shall be outstanding.  The foregoing shall not limit such Person’sright to file any claim in or otherwise take any action with respect to anyinsolvency proceeding that was instituted by anyPerson other than such Person.  Theagreement set forth in this paragraph shall survive payment of this Note.

 

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THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDERAND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TOANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 
|   | CAR FUNDING, INC. |
|--------|-------------------|
|   |              |
|   | By:               |   |
|   |              | Name: |
|   |              | Title: |

 

----

 

Form ofAssignment Form

 

ASSIGNMENT FORM

 

If you the holder want to assign this Note, fill inthe form below and have your signature guaranteed:

 

I or we assign and transfer this Note to:

 

(Print or type name, addressand zip code and

socialsecurity or tax ID number of assignee)

 

and irrevocably appoint                                             ,agent to transfer this Note on the books of the Borrower.  The agent may substitute another to act forhim.

 
| Dated:              |   |   | Signed: |   |                                                               |   |
|---------------------|--------|--------|---------|--------|--------------------------------------------------------------------|--------|
|                |   |   |    |   |                                                               |
|                |   |   |    |   | (sign exactly as the name appears on the  other side of this Note) |
|                |   |   |    |   |                                                               |
| Signature Guarantee |   |
|                     |        |        |         |        |                                                                    |        |  |

 

Important Notice: When you sign your name to this Assignment Form without filling inthe name of your “Assignee” or “Attorney”, this Note becomes fully negotiable,similar to a check endorsed in blank. Therefore, to safeguard a signed Note, it is recommended that you fillin the name of the new owner in the “Assignee” blank.  Alternatively, instead of using thisAssignment Form, you may sign a separate “power of attorney” form and then mailthe unsigned Note and the signed “power of attorney” in separateenvelopes.  For added protection, usecertified or registered mail for a Note.

 

----

 

 

Schedule attached to Note dated April 1, 2005 of CAR Funding, Inc.payable to the order of                            ,as Agent

 
| **Date of   Advance or Repayment** | ** ** | **Amount of   Advance** | ** ** | **Amount of   Repayment** | ** ** |
|------------------------------------|------------|-------------------------|------------|---------------------------|------------|
| April 1,  2005                |       |                    |       |                      |       |
|                               |       |                    |       |                      |       |
|                               |       |                    |       |                      |       |

 

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EXHIBIT C

 

FORM OF BORROWING BASECERTIFICATE

 

***

 

----

 
| ARTICLE I DEFINITIONS                                      |                                     |   |
|-----------------------------------------------------------------|------------------------------------------|--------|
| ARTICLE II THE FACILITY, ADVANCE PROCEDURES AND NOTE       |                                     |   |
| ARTICLE III YIELD, FEES, ETC.                              |                                     |   |
| ARTICLE IV GUARANTY                                        |                                     |   |
| ARTICLE V PAYMENTS; TAXES                                  |                                     |   |
| ARTICLE VI INCREASED COSTS, ETC.                           |                                     |   |
| ARTICLE VII EFFECTIVENESS; CONDITIONS TO ADVANCES          |                                     |   |
| ARTICLE VIII ADMINISTRATION AND SERVICING OF RECEIVABLES   |                                     |   |
| ARTICLE IX ACCOUNTS; PAYMENTS                              |                                     |   |
| ARTICLE X REPRESENTATIONS AND WARRANTIES                   |                                     |   |
| ARTICLE XI BORROWER COVENANTS                              |                                     |   |
| ARTICLE XII THE SERVICER; THE BACKUP SERVICER              |                                     |   |
| ARTICLE XIII GRANT OF SECURITY INTEREST                    |                                     |   |
| ARTICLE XIV FACILITY TERMINATION EVENTS; EVENTS OF DEFAULT |                                     |   |
| ARTICLE XV THE AGENTS                                      |                                     |   |
| ARTICLE XVI ASSIGNMENTS                                    |                                     |   |
| ARTICLE XVII INDEMNIFICATION                               |                                     |   |
| ARTICLE XVIII MISCELLANEOUS                                |                                     |   |
|                                                            |                                     |   |
| EXHIBIT A                                                  | Form of Advance Request             |   |   |
| EXHIBIT B                                                  | Form of Note                        |   |   |
| EXHIBIT C                                                  | Form of Borrowing Base Confirmation |   |   |

 

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EXECUTION COPY

 

ANNEX I

 

**DEFINITIONS**

** **

As used in the Receivables Financing Agreement towhich this Annex I is annexed, the following terms shall have the meaningsherein specified or as specified in the Section of such ReceivablesFinancing Agreement or in such other document herein referenced:

 

“Accountants’ Report” has the meaning set forthin Section 8.7 of the Receivables Financing Agreement.

 

“Accounting Date” means (a) the last dayof a Collection Period and (b) with respect to a Distribution Date orDetermination Date, the last day of the Collection Period preceding suchDistribution Date or Determination Date (such date being referred to as the “relatedAccounting Date” with respect to such Distribution Date or DeterminationDate).

 

“Accrual Period” means, with respect to anyDistribution Date, the period from and including the previous Distribution Date(or, in the case of the first Distribution Date, from and including theEffective Date) through and including the day preceding such Distribution Date.

 

“Accrued Costs” means, on any day, the sum ofthe following:

 

#### *unpaid Yield and Fees accrued in respect ofthe Advances assuming each Advance has borne interest at the Alternative Rateduring the period from the prior Distribution Date to such date*;

####  

#### *Yield and Fees in respect of the Advancesestimated to accrue for the period from such date to the succeedingDistribution Date assuming (A) that the aggregate outstanding principalamount of the Advances during each day of such period will equal**** of the aggregate outstanding principal amount of the Advanceson such day and (B) that each Advance will bear interest during suchperiod at the Alternate Rate; and

####  

#### *any excess of the amounts required to be distributed pursuant toclauses (i) through (viii) of Section 9.5(a) of theReceivables Financing Agreement on the preceding Distribution Date over theAmount Available on such Distribution Date.*

####  

provided that the *** percentages used in clause (b) aboveshall be 100% if no Level Two Trigger Event shall have occurred and becontinuing and the Servicer is delivering to theCollateral Agent and the Administrative Agent daily reports on Collections,Delinquent Receivables, Defaulted Receivables, the Aggregate OutstandingPrincipal Balance, the Borrowing Base and such other information as theAdministrative Agent may reasonably request.

 

“Acquisition Agreement” means the AssetPurchase Agreement, dated as of December 10, 2004, between thePredecessors in Interest and CCRT and CARS Acquisition, as amended,supplemented or otherwise modified from time to time.

 

“Adjusted Commitment Percentage” means, for aCommitted Lender with respect to a specific Noncommitted Lender, the Commitmentof such Committed Lender as a percentage of the Maximum Loan Amount of suchNoncommitted Lender.

 

----

 

“Adjusted Eurodollar Rate” means, for any FixedPeriod, a rate per annum (rounded upwards, if necessary, to the nearest 1/100thof 1%) equivalent to the rate determined pursuant to the following formula:

 
| Adjusted Eurodollar  Rate | =      | LIBOR Rate                  |   |   |
|---------------------------|--------|-----------------------------|--------|--------|
|                      |   | 1-LIBOR Reserve  Percentage |   |   |

 

on the first day of such Fixed Period.

 

“Administrative Agent” means Deutsche Bank AG,New York Branch solely in its capacity as Administrative Agent, together withits permitted successors and assigns in such capacity.

 

“Administrative Agent Fee Letter” means anyletter agreement(s) or schedule of fees entered into by CAR and theBorrower, with the consent of the Required Lenders,with a substitute Administrative Agent relating to fees payable to suchsubstitute Administrative Agent.

 

“Administrative Agent’s Account” has themeaning set forth in Section 5.1(a) of the ReceivablesFinancing Agreement.

 

“Advance” means, individually and collectively,the amounts disbursed by any Lender to the Borrower pursuant to Section 2.1of its Receivables Financing Agreement.

 

“Advance Rate” means, on any day, the lower of (a) 60%and (b) the Base Advance Rate on such day minus the Pool Discount/ReservePercentage as of the preceding Distribution Date.

 

“Adverse Claim” means any claim of ownership orany Lien, security interest, title retention, trust or other charge orencumbrance, or other type of preferential arrangement having the effect orpurpose of creating a Lien or security interest, other than the securityinterests created under the Transaction Documents.

 

“Affected Person” has the meaning set forth in Section 6.1of the Receivables Financing Agreement.

 

“Affiliate” of any Person means any otherPerson that directly or indirectly controls, is controlled by or is undercommon control with such Person (excluding any trustee under, or any committeewith responsibility for administering, any employee benefit plan).  A Person shall be deemed to be “controlled by”any other Person if such other Person possesses, directly or indirectly, power

 

# **to**vote 10% or more of the securities (on a fully diluted basis) having ordinaryvoting power for the election of directors or managing partners; or

 

# **to**direct or cause the direction of the management and policies of such Personwhether by contract or otherwise.

 

“AFP Program” means the program of CAR (or aPredecessor in Interest) for purchasing Receivables which has been designatedas the “Advanced Funding Program” or “AFP Program” as more particularlydescribed in the Credit and Collection Policy.

 

2

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“Agent” has the meaning set forth in the Preambleof the Receivables Financing Agreement.

 

“Aggregate Eligible Receivables Balance” means,as of any date, the Aggregate Outstanding Principal Balance of all TransferredReceivables which are Eligible Receivables on such day of determination.

 

“Aggregate Interest Rate Caps Notional Amount”means with respect to any date of determination an amount equal to the sum ofthe notional amounts or equivalent amounts of all outstanding Cap Agreements,Replacement Interest Rate Caps and Qualified Substitute Arrangements, each asof such date of determination.

 

“Aggregate Outstanding Principal Balance”means, with respect to any group of Receivables as of any date, the sum of theoutstanding Principal Balances of all such Receivables as at 11:59 p.m. onthe immediately preceding day.

 

“Aggregate Net Outstanding Principal Balance”means, with respect to any group of Receivables as of any date, the sum of theNet Outstanding Principal Balances of all such Receivables as at 11:59 p.m.on the immediately preceding day.

 

“Agreement” means this Receivables FinancingAgreement (including the Fee Letter), as it may be amended, supplemented orotherwise modified from time to time.

 

“Alternate Base Rate” means a fluctuating rateper annum as shall be in effect from time to time, which rate shall be at alltimes equal to the higher of:

 

## ***the rate of interest announced publicly by DBNY in New York, New York,from time to time as DBNY’s base commercial lending rate; and***

 

## ***1⁄2 of one percent above the Federal FundsRate.***

 

“Alternative Rate”for any Advance means a rate per annum equal to the Adjusted Eurodollar Ratefor such Advance or portion thereof; provided, however, that inthe case of

 

### **any Fixed Period on or afterthe first day on which a Committed Lender shall have notified the related Agentthat the introduction of or any change in or in the interpretation of any lawor regulation makes it unlawful, or any central bank or other governmentalauthority asserts that it is unlawful, for such Committed Lender to fund suchAdvance at the Alternative Rate set forth above (and such Committed Lendershall not have subsequently notified such Agent that such circumstances nolonger exist),**

 

### **any** Fixed Period ofless than seven days,

 

### **any** Fixed Period ofseven to (and including) 29 days, in the event the Adjusted Eurodollar Rate isnot reasonably available to any Agent for such a Fixed Period,

### ** **

### **any Fixed Period as to whichthe related Advance will not be funded by issuance of commercial paper, asdetermined by the related Agent (on behalf of a Noncommitted Lender) later than12:00 noon (New York City time) on the second Business Day preceding the firstday of such Fixed Period, or**

### ** **

(e)           any Fixed Period for a Borrowing theprincipal amount of which allocated to the Committed Lenders in the aggregateis less than $1,000,000,

 

the “Alternative Rate” shall be afloating rate per annum equal to the Alternate Base Rate in effect on each dayof such Fixed Period.

 

3

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“Amount Available” means, with respect to anyDistribution Date, the sum of (a) the amount of Net Collections withrespect to the related Collection Period and any amounts paid into theCollection Account under any Interest Rate Cap with respect to the AccrualPeriod ending on the day preceding such Distribution Date, plus (b) anyinvestment income earned on amounts on deposit in the Collection Account andthe Cap Funding Reserve Account since the prior Distribution Date (or theEffective Date in the case of the first Distribution Date), plus (c) anyRepurchase Amounts deposited in the Collection Account since the last day ofthe related Collection Period.

 

“Ancillary Product” means, with respect to anyContract, any extended vehicle service contract, vehicle warranty, guaranteedauto protection policies or waivers, mechanical breakdown contracts or suchother products or services sold to an Obligor in connection with his or herfinancing of a Financed Vehicle.

 

“Approved State” means (a) the 38 stateswhere CAR is licensed (as necessary) and doing business as of the EffectiveDate, (b) following successful state licensing or approval (as necessary),Arkansas, Illinois, Iowa, Mississippi and Wisconsin and (c) any additionalstates approved by the Administrative Agent. Such approval shall not be unreasonably withheld. Such approval will begranted upon CAR’s demonstration of being licensed to do business in suchstate, conformity by CAR with any applicable laws or regulations and thesatisfactory due diligence by the Administrative Agent.

 

“APR” of a Contract means annual percentagerate and is the annual rate of finance charges specified in such Contract.

 

“Assignments” means, collectively, the originalinstrument of assignment of a Receivable and all other documents securing suchReceivable made by a Dealer to the Seller and by the Seller to the Purchaser.

 

“Available Commitment Amount” of a NoncommittedLender means the aggregate of the unutilized Commitments of the CommittedLenders with respect to such Noncommitted Lender.

 

“Backup Servicer” means Wells Fargo Bank,National Association, a national banking association, in its capacity as BackupServicer, together with its permitted successors and assigns in such capacity.

 

“Backup Servicer Fee” means, for anyDistribution Date, the amount payable to the Backup Servicer as its regular feeon such Distribution Date pursuant to the Backup Servicer Fee Letter.

 

“Backup Servicer Fee Letter” means (a) thatcertain schedule of fees of WFB, acknowledged by CAR and the Borrower, andconsented to by the Administrative Agent, as the same may be amended,supplemented or otherwise modified by the parties thereto with the consent ofthe Required Lenders and (b) any letter agreement(s) or schedule offees entered into by CAR and the Borrower, with the consent of the RequiredLenders, with a substitute Backup Servicer in replacement of the schedule offees referred to in clause (a) above relating to fees payable to suchsubstitute Backup Servicer.

 

4

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“Bankruptcy Code” means the Bankruptcy Code, 11U.S.C. § 101, etseq., as amended.

 

“Base Advance Rate” means, on any day, (i) ifno Level One Trigger Event or Level Two Trigger Event has occurred, ***; (ii) ifa Level One Trigger Event has occurred, ***; and (iii) if a Level TwoTrigger Event has occurred, ***.  If aLevel One Trigger Event shall have occurred, then the Advance Rate will remain*** until no Level One Trigger Event or Level Two Trigger Event shall haveoccurred for a period of three consecutive months — at which point the AdvanceRate shall be ***.  If a Level TwoTrigger Event shall have occurred, then (a) the Advance Rate will remain*** until no Level Two Trigger Event shall have occurred for a period of threeconsecutive months — at which point the Advance Rate shall be *** — and (b) theAdvance Rate will thereafter be *** until no Level One Trigger Event or LevelTwo Trigger Event shall have occurred for a period of three consecutive monthsthereafter — at which point the Advance Rate shall be ***.

 

“Borrower” has the meaning set forth in the Preambleof the Receivables Financing Agreement.

 

“Borrower Account Collateral” has the meaningset forth in Section 13.1 of the Receivables Financing Agreement.

 

“Borrower Accounts” has the meaning set forthin Section 9.1 of the Receivables Financing Agreement.

 

“Borrower Assigned Agreements” has the meaningset forth in Section 13.1 of the Receivables Financing Agreement.

 

“Borrower Collateral” has the meaning set forthin Section 13.1 of the Receivables Financing Agreement.

 

“Borrowing Base” means, on any day, the sum of (a) theproduct of (i) the Advance Rate and (ii) the Aggregate OutstandingPrincipal Balance of all Transferred Receivables other than PIPP Receivables,if any, which are Eligible Receivables less any Overconcentration Amount plus(b) the product of (i) *** and (ii) the aggregate outstandingprincipal amount of payments under Eligible Receivables purchased under thePIPP Program plus (c) the amount on deposit in the CollectionAccount as of such day (excluding, on any Distribution Date, any amount to beincluded in the Amount Available on such Distribution Date) minus (d) ifsuch date is not a Distribution Date, the amount equal to the sum of clauses (a) and(b) of the definition of Accrued Costs on such date.

 

“Borrowing Base Confirmation” has the meaningset forth in Section 7.2(g) of the Receivables FinancingAgreement.

 

“Branch Office” means any office of the Seller.

 

“Breach” means any breach of, or any inaccuracyin, any representation or warranty or any breach of, or failure to perform orcomply with, any covenant or obligation, in or of any 

 

5

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contract, or any event which with the passing oftime or the giving of notice, or both, would constitute such a breach,inaccuracy or failure.

 

“Business Day” means any day that is not a Saturday,Sunday or other day on which banking institutions in Atlanta, Georgia, LasVegas, Nevada, St. Paul, Minnesota or New York, New York are authorized orobligated by law, executive order or government decree to remain closed.

 

“Calculation Day” means the last day of eachcalendar month.

 

“Cap Agreements” means each interest rate capagreement, between the Borrower and a Cap Provider, as amended from time totime, and any additional interest rate protection agreement or agreements,entered into between the Borrower and a Cap Provider, as the same may from timeto time, with the prior written consent of the Required Lenders, be amended,restated, modified and in effect.

 

“Cap Funding Reserve Account” means the accountdesignated as the Cap Funding Reserve Account in, and which is established andmaintained pursuant to, Section 9.1(a) of the ReceivablesFinancing Agreement.

 

“Cap Funding Reserve Account Requirement”means, with respect to any Determination Date, the amount required as of suchdate to purchase Interest Rate Caps meeting the requirements of Section 11.6of the Receivables Purchase Agreement if they were required to be purchased onsuch date pursuant thereto; *provided* thatthe Servicer (or, if CAR Servicing shall not be the Servicer, DBNY) shallcontact qualified Cap Providers to determine the Cap Funding Reserve AccountRequirement and shall report such amount (i) in the first monthlyDistribution Date Statement following the Effective Date and (ii) in eachmonthly Distribution Date Statement following the Determination Date in whichCAR fails to satisfy the Minimum Liquidity Amount Test.

 

“Cap Provider” means (a) a third party capprovider having a senior unsecured debt rating of at least “A” by Standard &Poor’s and “A2” by Moody’s and not on credit watch with negative implications(or a similar status), or (b) a third party cap provider approved by theRequired Lenders.

 

“Capped Fees/Expenses – Administrative Agent”means, at any time, fees, costs and expenses due at such time (if any) to the AdministrativeAgent under the Transaction Documents such that the aggregate amount of suchfees, costs and expenses paid to the Administrative Agent under the TransactionDocuments in any calendar year do not exceed $150,000.

 

“Capped Fees/Expenses – Backup Servicer” means,at any time, fees, costs and expenses due at such time (if any) to the BackupServicer under the Transaction Documents such that the aggregate amount of suchfees, costs and expenses paid to the Backup Servicer under the Transaction Documentsin any calendar year do not exceed $300,000.

 

“Capped Fees/Expenses –Collateral Agent” means,at any time, fees, costs and expenses due at such time (if any) to theCollateral Agent under the Transaction Documents such that the 

 

6

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aggregate amount of such fees, costs and expensespaid to the Collateral Agent under the Transaction Documents in any calendaryear do not exceed (a) prior to the occurrence and continuation of aFacility Termination Event or Event of Default, $25,000. or(b) during the occurrence and continuation of a Facility Termination Eventor Event of Default, $50,000.

 

“Capped Fees/Expenses – Custodian” means, atany time, fees, costs and expenses due at such time (if any) to the Custodianunder the Transaction Documents such that the aggregate amount of such fees,costs and expenses paid to the Custodian under the Transaction Documents in anycalendar year do not exceed $25,000.

 

“CAR” has the meaning set forth in the Preambleof the Receivables Financing Agreement.

 

“CARS Acquisition” means CARS Acquisition, LLC,a Georgia limited liability company.

 

“CAR Servicing” has the meaning set forth inthe Preamble of the Receivables Financing Agreement.

 

“CCRT” has the meaning set forth in the Preambleof the Receivables Financing Agreement.

 

“Charge-Off Ratio” means, on any day, theaverage of the Monthly Charge-Off Ratios for the three most recently completedCollection Periods.

 

“Closing Date” means, unless the contextotherwise requires, the Initial Closing Date and each Subsequent Closing Dateas may be agreed to from time to time by CAR and the Borrower.

 

“Collateral” shall have the meaning given tosuch term in Section 2.01(c) of the Sale and ServicingAgreement.

 

“Collateral Agent” means U.S. Bank NationalAssociation solely in its capacity as Collateral Agent, together with itspermitted successors and assigns in such capacity.

 

“Collateral Agent Fee Letter” means (a) thatcertain schedule of fees of U.S. Bank National Association, acknowledgedby CAR and the Borrower, as the same may be amended, supplemented or otherwisemodified by the parties thereto with the consent of the Required Lenders and (b) anyletter agreement(s) or schedule of fees entered into by CAR and theBorrower, with the consent of the Required Lenders, with a substituteCollateral Agent in replacement of the schedule of fees referred to inclause (a) above relating to fees payable to such substituteCollateral Agent.

 

“Collection Account” means the accountdesignated as the Collection Account in, and which is established andmaintained pursuant to, Section 9.1(a) of the ReceivablesFinancing Agreement.

 

7

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“Collection Period” means any calendar monthand, with respect to a Determination Date or a Distribution Date, the calendarmonth preceding the month in which such Determination Date or Distribution Dateoccurs (such calendar month being referred to as the “related” CollectionPeriod with respect to such Determination Date or Distribution Date) or, in thecase of the initial Distribution Date and Determination Date, the periodcommencing at the opening of business on the Effective Date and ending at theend of the calendar month immediately following the calendar month in which theEffective Date occurs.  Any amount stated“as of the close of business of the last day of a Collection Period” shall giveeffect to the following calculations as determined as of the end of the day onsuch last day:  (i) all applicationsof collections on the Transferred Receivables and Transferred DealerTransaction Rights and Repurchase Amounts, and (ii) all distributions.

 

“Commercial Paper Rate” for Advances means, tothe extent a Noncommitted Lender funds such Advances by issuing commercial paper,the sum of (i) the weighted average of the rates at which commercial papernotes of such Noncommitted Lender issued to fund such Advances may be sold byany placement agent or commercial paper dealer selected by such NoncommittedLender, as agreed in good faith between each such agent or dealer and suchNoncommitted Lender; provided if the rate (or rates) as agreed betweenany such agent or dealer and such Noncommitted Lender for any Advance is adiscount rate (or rates), then such rate shall be the rate (or if more than onerate, the weighted average of the rates) resulting from converting suchdiscount rate (or rates) to an interest-bearing equivalent rate per annum plus(ii)  any and all commissions of placement agents and commercial paperdealers in payment of commercial paper issued to fund the making of ormaintenance of an Advance and any and all reasonable costs and expenses of anyissuing and paying agent or other Person responsible for the administration ofsuch Noncommitted Lender’s commercial paper program in connection with thepreparation, completion, issuance, delivery or payment of commercial paperissued to fund the making or maintenance of any Advance not to exceed 5 basispoints per annum in the aggregate.  EachNoncommitted Lender shall notify the Administrative Agent of its CommercialPaper Rate applicable to any Advance promptly after the determination thereof.

 

“Commitment” means, for any Committed Lender,the maximum amount of such Committed Lender’s commitment to fund Advances hereunder,as set forth on the signatures pages hereof.  In the event that a Committed Lendermaintains a portion of its Commitment hereunder with respect to more than oneNoncommitted Lender, such Committed Lender shall be deemed to hold separateCommitments hereunder in each such capacity.

 

“Commitment Percentage” means, for a CommittedLender, such Committed Lender’s Commitment as a percentage of the aggregateCommitments of all Committed Lenders.

 

“Committed Lender” means, with respect to aNoncommitted Lender, each financial institution party to this Agreementdesignated as a “Committed Lender” with respect to such Noncommitted Lender,and any permitted assignee of such Committed Lender pursuant to Article XVIto the extent such assignee has assumed a portion of the Commitment of suchCommitted Lender.

 

“Contract” means a motor vehicle retailinstallment sale contract (including any written amendments and assumptionsthereto) pursuant to which the related Obligor has (i) agreed to pay 

 

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the amount financed set forth therein forthe purchase of the related Financed Vehicle and the related finance chargethereon and (ii) granted the related Dealer a security interest in theFinanced Vehicle to secure the payment of the amount financed and the financecharge.

 

“Contract Files” has the meaning set forth in Section 3.03of the Sale and Servicing Agreement.

 

“Contract Number” means, with respect to anyReceivables transferred to the Purchaser, the number assigned to the relatedContract by the Servicer, which number is set forth in the related Schedule ofReceivables.

 

“Contract Rate” means, the rate of interestreflected on a Contract.

 

“Credit and Collection Policy” means credit andcollection policies and practices of the Seller and Servicer, as in effect fromtime to time or, if there should be a successor Servicer, of the successorServicer only.  The Seller and Servicerhave delivered a copy thereof, as in effect on the date hereof, to thePurchaser and the Lenders.

 

“Custodial Receipt” means a Custodian’sAcknowledgment in the form of Exhibit A to the Sale and ServicingAgreement.

 

“Custodian” means CAR, in its capacity as theCustodian of the Contracts under the Receivables Financing Agreement and theSale and Servicing Agreement, and each successor thereto (in the samecapacity).

 

“Custodian Fee Letter” means any letteragreement(s) or schedule of fees entered into by CAR and the Borrower,with the consent of the Required Lenders, with a substitute Custodian inreplacement of the schedule of fees referred to in clause (a) aboverelating to fees payable to such substitute Custodian.

 

“Cut-Off Date” means, with respect to (i) theInitial Closing Date, February 28, 2005 and (ii) each SubsequentClosing Date, the Business Day immediately preceding such Subsequent ClosingDate.

 

“DBNY” means Deutsche Bank AG, New York Branch.

 

“Dealer” means, with respect to any Receivableand the related Financed Vehicle, the automobile dealer or its Affiliate, or afinance company or similar entity, that (i) soldthe related Financed Vehicle, (ii) originated the related Contract, and/or(iii) sold and assigned such Receivable to the Seller.

 

“Dealer Discount” means, with respect to any Receivable, the discount from par at which the Seller or aPredecessor in Interest purchased such Receivable from the related Dealer.

 

“Dealer Discount Percentage” means, withrespect to any date, the weighted average (weighted by outstanding PrincipalBalance) of the Dealer Discount Percentage – Individual Receivable for allReceivables outstanding on such date.

 

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“Dealer Discount Percentage – Individual Receivable”means, with respect to any Receivable, (a) the Dealer Discount of suchReceivable divided by (b) the outstanding Principal Balance of suchReceivable on the date the Seller or a Predecessor in Interest purchased suchReceivable from the related Dealer.

 

“Dealer Purchase Agreement” means an agreementpursuant to which a Dealer has assigned, and CAR or a Predecessor in Interesthas acquired, an interest in a Receivable, including any short form purchaseagreement authorized by such agreement to affect subsequent transactionsbetween the parties thereto, as the same may from time to time be amended,supplemented or otherwise modified and in effect.

 

“Dealer Recourse” means all obligations of aDealer under any Dealer Purchase Agreement to pay monies due to a Receivabletransferred thereunder becoming a defaulted Receivable, in lieu of the Seller chargingthe balance of such Receivable to the reserve fund thereunder.

 

“Dealer Reserve” means the unfunded contingentliability of the Seller or any Predecessor in Interest to each Dealer pursuantto the related Dealer Purchase Agreement to pay the remaining principal balanceof the agreed purchase price of the Receivables transferred pursuant to suchDealer Purchase Agreement, and is used to allow the Seller, by exercising aright of offset, to satisfy the Dealer’s obligation to the Seller to repurchaseany Receivable for any of the reasons set forth in such Dealer PurchaseAgreement.

 

“Dealer Reserve Percentage” means, with respectto any Dealer on any date, the higher of (a) (i) the amount of theDealer Reserve for such Dealer on such date divided by (ii) theoutstanding Principal Balance of all Receivables purchased by the Seller or aPredecessor in Interest from such Dealer and outstanding on such date and (b) theremaining principal balance of the agreed purchase price of the Receivable mostrecently transferred pursuant to such Dealer Purchase Agreement divided by theoutstanding Principal Balance of such Receivable.  The Dealer Reserve Percentage shall not applyto the Receivables in the Franklin Pool or the Receivables originated under thePIPP Program

 

“Dealer Reserve Target Percentage” means, withrespect to any Dealer on any date, the percentage specified with respect tosuch Dealer on such date by CAR.

 

“Dealer Transaction Rights” means, with respectto any Receivable, the right to receive all payments after the Cut-Off Dateapplicable to such Receivable by an Obligor on a Contract, and “DealerTransaction Right” means any such right.

 

“Default” means any event that with the givingof notice, the lapse of time or both would become an Event of Default.

 

“Default Rate” means a rate perannumequal to 2.00% plus the Alternate Base Rate (but not less than the Yield (ifany) in effect for the related monetary obligation).

 

“Defaulted Receivable” means a Receivable (i) withrespect to which the Servicer has determined in good faith that all amounts itexpects to recover have been received; (ii) with 

 

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respect to which the related Financed Vehiclewas repossessed and any cure period required by law has expired; (iii) withrespect to which at least 5% of a scheduled payment is more than 90 days pastdue; or (iv) as to which the Obligor became the subject of a bankruptcyproceeding commenced after the execution of the related Contract.

 

“Delinquency Ratio” means, on any day, theaverage of the Monthly Delinquency Ratios for the three most recently completedCollection Periods.

 

“Delinquent Receivable” means a Receivable(other than a Defaulted Receivable) with respect to which at least 10% of ascheduled payment is more than 60 days past due.

 

“Determination Date” means, with respect to anyDistribution Date, the third Business Day prior to such Distribution Date.

 

“Discount Factor” means as of any date ofdetermination, a percentage agreed to by the Seller and the Purchaser under theSale and Servicing Agreement to account for profit, the time value of money,the risk of non-payment and anticipated collectiblity of the Receivable, theliquidation of any contingent liability of the Seller relating to the relatedReceivable, and the value attributable to the Seller bringing to the Purchaserthe related Receivable.

 

“Distribution Date” means the 20th day of eachcalendar month, or if such 20th day is not a Business Day, the next succeedingBusiness Day, commencing May 20, 2005.

 

“Distribution Date Statement” has the meaningspecified in Section 4.09 of the Sale and Servicing Agreement.

 

“Dollar(s)” and the sign “$” mean lawfulmoney of the United States of America.

 

“Due Date” means, with respect to any Contract,the date upon which an installment of Monthly P&I is due.

 

“Effective Date” has the meaning set forth in Section 7.1of the Receivables Financing Agreement.

 

“Eligible Account” means (i) a segregatedtrust account or (ii) a segregated direct deposit account, in each case,maintained with a depository institution or trust company organized under thelaws of the United States of America, or any of the States thereof, or theDistrict of Columbia, having a certificate of deposit, short term deposit orcommercial paper rating of at least A-1+ by Standard & Poor’s and P-1by Moody’s.  In either case, suchdepository institution or trust company shall have been approved by theRequired Lenders, acting in their discretion, by written notice to theServicer.  U.S. Bank National Associationand DBNY are each deemed to be an acceptable depository institution to theRequired Lenders.

 

“Eligible AFP Receivable” means, as of anydate, a Receivable (a) which was originated under the AFP Program by aDealer which has transferred Receivables under at least ten (10) Contractsto the Seller or a Predecessor in Interest; (b) which has an outstandingPrincipal Balance not greater than 15% of the Aggregate Outstanding PrincipalBalance of all outstanding 

 

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Receivables acquired from such Dealer; and (c) withrespect to which the obligations of such Dealer under the related DealerPurchase Agreement are fully cross-collateralized by security interests in allReceivables transferred to the Seller by such Dealer.

 

“Eligible Dealer” means, as of any date, aDealer (a) which has been in business for at least 2 years, (b) whichhas executed and is in compliance with a Dealer Purchase Agreement with CAR orany of the Predecessors in Interest, (c) with respect to which theAggregate Outstanding Principal Balance on such date of Delinquent Receivablespurchased from such Dealer by the Seller (or any of the Predecessors inInterest) is less than 15% of the Aggregate Outstanding Principal Balance onsuch date of all Receivables purchased from such Dealer by the Seller (or anyof the Predecessors in Interest), provided if the Aggregate OutstandingPrincipal Balance on such date of Delinquent Receivables purchased from suchDealer by the Seller (or any of the Predecessors in Interest) is greater thanor equal to 15% of the Aggregate Outstanding Principal Balance on such date ofall Receivables purchased from such Dealer by the Seller (or any of thePredecessors in Interest), then such Dealer will nevertheless be an EligibleDealer if the Dealer Reserve Percentage with respect to such Dealer on suchdate is greater than 15%; and (d) with respect to which the AggregateOutstanding Principal Balance of all outstanding Receivables purchased fromsuch Dealer by the Seller (or any of the Predecessors in Interest) which becameDefaulted Receivables less Net Liquidation Proceeds (including Dealer Reservesapplied to such Defaulted Receivables) with respect thereto does not exceed $0.

 

“Eligible Dealer Purchase Agreement” means, asof any date, a Dealer Purchase Agreement (a) which, except in the case ofa Dealer Purchase Agreement with respect to the PIPP Program, has DealerReserve Target Percentage no less than 15% and no greater than 35%; (b) whichcontains a recourse obligation of the Dealer to repurchase a Receivable if thetotal of all payments due in the first 30 days after the Receivable is assignedby the related Dealer is not paid in full by the Obligor; (c) which,except in the case of a Dealer Purchase Agreement with respect to the VLAPProgram, states that it is a sale, assignment, transfer and conveyance of therelated Receivables; and (d) in the case of a Dealer Purchase Agreementwith respect to the VLAP Program, states that it is a sale of the relatedReceivables.

 

“Eligible Dealer Transaction Right” means, asof any date, a Dealer Transaction Right relating to an Eligible Receivable onsuch date:

 

“Eligible Origination Programs” means theStandard Bulk Purchase Program, the AFP Program, the PIPP Program, the VLAPProgram, and the Major Account Purchase Program.

 

“Eligible PIPP Receivable” means, as of anydate, a Receivable (a) which was originated under the PIPP Program by aDealer which has transferred Receivables under at least ten (10) Contractsto the Seller or a Predecessor in Interest; (b) which has an outstandingPrincipal Balance not greater than 15% the Aggregate Outstanding PrincipalBalance of all outstanding Receivables acquired from such Dealer; (c) withrespect to which the obligations of such Dealer under the related DealerPurchase Agreement are fully cross-collateralized by security interests in allReceivables transferred to the Seller by such Dealer; (d) with respect towhich the first payment purchased by the Seller is not due more than two monthsfrom the date of such purchase; and (e) with respect to which theaggregate remaining number of principal payments 

 

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due under such Receivable exceeds the numberof months set forth in the table below opposite the number of paymentspurchased by the Seller:

 
| **Number  of Payments Purchased** | ** ** | **Required Months Remaining on Contract** |
|-----------------------------------|------------|-------------------------------------------|
| ** **                        | ** ** | ** **                                |
| 6                                 |       |                                      | 10 months |
| 9                                 |       |                                      | 18 months |
| 12                                |       |                                      | 25 months |
| 15                                |       |                                      | 28 months |
| 18                                |       |                                      | 32 months |

 

“Eligible Receivable” means, as of any date, aReceivable as to which the following representations and warranties are trueand correct on such date.

 

#### *Schedule ofReceivables.*  The calculation of the Principal Balanceappearing in the Schedule of Receivables for the Receivable has beenperformed in accordance with this Agreement and is accurate, and thecharacteristics and all other information pertaining to the Receivable setforth in such Schedule of Receivables are true and correct in all materialrespects as of the date such Schedule of Receivables was delivered.

####  

#### *SecurityInterests.* The Receivable is secured by a valid and enforceable first prioritysecurity interest in favor of the initial lender, the Dealer, the Seller or oneof the Predecessors in Interest in the related Financed Vehicle, and suchsecurity interest has been duly perfected or may be duly perfected as describedin clause (b) below and is prior to all other Liens upon and securityinterests in such Financed Vehicle which exist or may thereafter arise or becreated (except, as to priority, for any Permitted Lien arising after suchClosing Date).

####  

#### *TitleDocuments.* Except as provided below in this paragraph (b), if the related FinancedVehicle was sold in a state in which (A) notation of a security intereston the Title Document is required or permitted to perfect such securityinterest, the Title Document for such Financed Vehicle shows, or if a new orreplacement Title Document is being applied for with respect to such FinancedVehicle the Title Document will be received within 120 days of the relatedClosing Date, and will show the initial lender, the Dealer, the Seller or oneof the Predecessors in Interest named as the original secured party under therelated Contract as the holder of a first priority security interest in suchFinanced Vehicle, and (B) the filing of a financing statement under theUCC is required to perfect a security interest in motor vehicles, such filingsor recordings have been duly made and show the initial lender, the Dealer, theSeller or one of the Predecessors in Interest named as the original securedparty under the related Contract, and in either case, the Collateral Agent hasthe same rights or similar rights by virtue of (i) the Seller’s firstpriority security interest in the Receivable and a power of attorney or (ii) theSeller’s right to amend such financing statement to name itself as securedparty of record, in either case as the secured party noted on the titledocument or such financing statement has or would have (if such secured partywere still the lender) against all parties claiming an interest in suchFinanced Vehicle.  With respect to eachContract for which the Title Document has not yet been returned from theRegistrar of Titles, the Seller has received written evidence from the relatedDealer that such Title Document showing the initial lender, the Dealer, theSeller or one of the Predecessors in Interest as first lienholder has beenapplied for.  In each case where theSeller is not named in the 

 

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#### *certificate oftitle, the Seller has a blanket or individual power of attorney from the namedlienholder authorizing the Seller to do all acts necessary to perfect in theSeller’s name any liens or security interests in the Financed Vehicles.*

####  

#### *Title to theContracts.* Immediately prior to the related Closing Date, the Seller had good andindefeasible title to and was the sole owner of, or holder of a securityinterest in, each Contract relating to a Dealer Transaction Right to be transferredto the Purchaser pursuant to Section 2.01 of the Sale and ServicingAgreement free of Liens and rights to payments of any Person.  Upon the transfer of such Dealer TransactionRight to the Purchaser pursuant to such Section 2.01, the Purchaser willhave a perfected security interest in the Seller’s right, title and interest insuch Contract free of Liens (except for Permitted Liens arising after suchClosing Date) and rights to payment of any Person.

####  

#### *Current inPayment.* The Contract is not a Delinquent Receivable or Defaulted Receivable asof such date.  Exceptwith respect to Receivables transferred on the Initial Closing Date, noContract is more than 30 days past due as of the related Closing Date.

####  

#### *Approved State.*  The related Contract was originated in anApproved State.

####  

#### *Rescission,Offset, Etc.*  There is no right of rescission, offset,defense or counterclaim to the obligation of the Obligor to pay the unpaidprincipal or interest due under the related Contract; the operation of theterms of the related Contract or the exercise of any right thereunder will notrender the Contract unenforceable in whole or in part or subject to any rightof rescission, offset, defense or counterclaim, and no such right ofrescission, offset, defense or counterclaim has been asserted.

####  

#### *Mechanics’Liens.* As of the Cut-Off Date, there are no liens or claims for work, labor,material or storage affecting the related Financed Vehicle which is a Lienprior to or equal with the security interest granted by the Contract.

####  

#### *Compliance With Laws.  The related Contract, and the sale of theFinanced Vehicle sold thereunder, complied, at the time it was made, in allmaterial respects with all applicable state and federal laws (and regulationsthereunder), including without limitation usury, equal credit opportunity, faircredit reporting, truth-in-lending or other similar laws, the Federal TradeCommission Act, and applicable state laws regulating retail installment salescontracts and consumer loans in general and motor vehicle retail installmentcontracts and consumer loans in particular; the transfer of Dealer’s interestin such Contract to the Seller and Seller’s interest therein to the Borrowerdid not violate any applicable state or federal law or cause such Contract orReceivable to be unenforceable.  Therelated Contract was not originated in or subject to the laws of anyjurisdiction under which the sale, transfer and assignment of such Contract andReceivable and the documents in the Contract Files, the Seller’s securityinterest in the Financial Vehicle, or the receipt of interest by the Seller, isunlawful, void or voidable.*

####  

#### *Valid andBinding.* The Receivable is the legal, valid and binding obligation of the Obligorthereunder and is enforceable in accordance with its terms, except asenforcement may be limited by bankruptcy, insolvency or similar laws affectingthe enforcement of creditors’ rights generally; all parties to the relatedContract had full legal capacity to execute and deliver the Contract and allother documents related thereto and to grant the security interest purported tobe granted thereby; the terms of the Receivable have not been waived, amendedor modified in any respect, except by instruments that are part of the ContractFiles; and no such waiver, amendment or modification has caused the Receivableor the related Contract to fail to meet all of the representations, warrantiesand conditions set forth with respect thereto.

####  

#### *Enforceability.*  The related Contract contains customary andenforceable provisions such as to render the rights and remedies of the holderor assignee as owner of such Receivable adequate for the realization againstthe collateral of the benefits of the security, subject, as to enforceability,to bankruptcy, insolvency, reorganization or similar laws affecting theenforcement of creditors’ rights generally.

####  

#### *No Default.  There is (A) no default, breach,violation or event permitting acceleration existing under the related Contract(except payment delinquencies permitted by clause (e) of thissubsection) and (B) no event which, with notice,  the expiration of any grace or cure*

 

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#### *period, wouldconstitute a default, breach, violation or event permitting acceleration underthe related Contract, and (C) neither the Seller nor the Servicer haswaived any such default, breach, violation or event permitting accelerationexcept payment delinquencies permitted by clause (e) of this definition.*

####  

#### *Insurance.*  The related Contract requires that theObligor thereunder obtain and maintain in effect insurance on the relatedFinanced Vehicle until the indebtedness thereunder is paid.

####  

#### *Acquisition ofContract.* The Contract was either originated by the Seller in its ordinary courseof business or acquired by Seller (or a Predecessor in Interest) in itsordinary course of business from a Dealer who was an Eligible Dealer on theapplicable Cut-Off Date pursuant to an Eligible Dealer Purchase Agreement orfrom a third party-lender pursuant to an agreement containing rights ofrecourse against the related lender similar to those in the Dealer PurchaseAgreements with which it ordinarily does business.  No adverse selection procedures have beenutilized in selecting such Receivable from all other similar contractsoriginated or purchased by the Seller.

####  

#### *ScheduledPayments.* Scheduled payments under the related Contract are applied in accordancewith the Rule of 78’s method or the simple interest method and are due ona frequency no greater than monthly in level payments through its Maturity Datesufficient to fully amortize the principal balance of such Contract by itsMaturity Date, assuming timely payment by Obligors on Simple InterestContracts, except that the initial or final payment of the Contract may beminimally different from the level payment.

####  

#### *One Original.*  There is only one original of the relatedContract and such original, together with all other documents in the ContractFiles, is being delivered to the Custodian pursuant to Section 3.03.  Such Contract constitutes “tangible chattelpaper” as defined in the applicable UCC. None of the documents in the Contract Files that constitute or evidenceeach Contract has any marks or notations indicating that the Receivable hasbeen pledged, assigned or otherwise conveyed to any Person other than thePurchaser.

####  

#### *Identification.*  The Servicer and the Seller have clearlymarked their electronic records to indicate that the Contract has beentransferred to and is owned by the Purchaser.

####  

#### *PrincipalBalance.  At theCut-Off Date the initial Principal Balance of such Receivable was not greaterthan the sum of the purchase price of the related vehicle, plus taxes, licensefees and warranty costs.*

####  

#### *Location ofContract Files.*  The Contract Files are kept at one or more ofthe locations listed in Schedule C to the Sale and ServicingAgreement as such Schedule may be amended.

####  

#### *No GovernmentEntity Obligors. The related Obligor shall not be a local, state or federal governmentalentity.*

####  

#### *No Extensions.  The number of, or timing of, scheduledpayments has not been changed on any Receivable on or before the relatedClosing Date, except as reflected on the related Schedule of Receivables.*

####  

#### *Repossession.*  As of the applicable Cut-Off Date, therelated Financed Vehicle has not been repossessed.

####  

#### *No Consent; NoBulk Transfer Law Violation.  The related Contract does not require therelated Obligor to consent to or receive notice of its transfer, sale orassignment and the sale, transfer and assignment of such Receivable, togetherwith all Receivables being sold, transferred and assigned on the relatedClosing Date, will not violate any applicable bulk transfer laws.*

####  

#### *ContractCharacteristics.*  As of the related date in which the loan wastransferred from Seller to Borrower, the related Contract had an outstandingPrincipal Balance of not more than $30,000. As of the date of its origination, such Contract had a term of not morethan 87 months.  After giving effect tothe transfer of such Receivables, or the related Seller’s security interesttherein, the weighted average remaining term to maturity of the Contractsrelated to all Transferred Receivables will not exceed 22 months.

####  

#### *Origination.*  The Receivable has been originated pursuantto one of the Eligible Origination Programs in accordance with the Credit andCollection Policy as in effect on the date on which such Receivable wasoriginated (x) in the United States of America by a Dealer 

 

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#### *who as of thedate such Receivable was originated was an Eligible Dealer for the consumer orcommercial sale of a Financed Vehicle in the ordinary course of such Dealer’sbusiness or (y) by the Seller, shall have been fully and properly executed bythe parties thereto, shall have been purchased by the Seller from such EligibleDealer under an existing Eligible Dealer Purchase Agreement with the Seller orunder an agreement containing rights of recourse against the related Dealersimilar to those in the form of Dealer Purchase Agreement under which itordinarily does business (unless such Receivable was originated by the Seller),and shall have been validly assigned (which assignment may convey either anownership interest or a security interest) by such Eligible Dealer to theSeller in accordance with its terms.*

####  

#### *Dollars.*  The Receivable is an obligation denominatedin United States Dollars.  The Obligor onthe related Contract has provided as its most recent billing address an addresslocated in the continental United States.

####  

#### *Forced PlacedInsurance.  Therelated Contract is not subject to a forced placed insurance policy on therelated Financed Vehicle.*

####  

#### *NoBankruptcies. The Obligor has not been the subject of a bankruptcy proceedingcommenced after the execution of the related Contract except if such Obligorhas received a discharge or dismissal of such proceeding under the USBankruptcy Code.*

####  

#### *Dealer Reserve.*  As of the Cut-Off Date, the related DealerReserve satisfied the Dealer Reserve Target Percentage.

####  

#### *Seasoning.*  The Receivable was originated not less thanthree months prior to the Cut-Off Date except if it was acquired by the Seller(or one of the Predecessors in Interest) pursuant to the AFP Program.

####  

#### *PIPPEligibility; AFP Eligibility.*  If the Receivable was originated under thePIPP Program, the Receivable is an Eligible PIPP Receivable.  If the Receivable was originated under theAFP Program, the Receivable is an Eligible AFP Receivable.

####  

The Receivables in the Franklin Pool shall be deemedto be Eligible Receivables on the Initial Closing Date.

 

“Eligible Servicer” means (a) CARServicing, (b) the Backup Servicer or (c) another Person which at thetime of its appointment as Servicer (i) is servicing a portfolio of motorvehicle retail installment contracts and/or motor vehicle installment loans, (ii) islegally qualified and has the capacity to service the Transferred Receivables, (iii) hasdemonstrated the ability to service a portfolio of motor vehicle retailinstallment contracts and/or motor vehicle installment loans similar to theTransferred Receivables with reasonable skill and care, (iv) is qualifiedand entitled to use, pursuant to a license or other written agreement, andagrees to maintain the confidentiality of, the software which the Servicer usesin connection with performing its duties and responsibilities under thisAgreement or otherwise has available software which is adequate to perform itsduties and responsibilities under this Agreement, (v) has capital inexcess of $75,000,000 and (vi) has been approved by the Required Lenders.

 

“ERISA” means the U.S. Employee RetirementIncome Security Act of 1974, as amended from time to time.

 

“Event of Default” means any of the eventsdescribed in Section 14.2 of the Receivables Financing Agreement.

 

“Excess Funds” means, on any day, the amount ondeposit in the Collection Account minus Accrued Costs on such day

 

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“Facility” has the meaning set forth in Section 2.1of the Receivables Financing Agreement.

 

“Facility Limit” means the aggregate of theCommitments of all Committed Lenders..

 

“Facility Termination Date” means the earliestof (a) the Scheduled Facility Termination Date, (b) the StatedFacility Termination Date, (c) the effective date on which the Facility isterminated pursuant to Section 14.3 of the Receivables FinancingAgreement and (d) the date on which a Facility Termination Event occurs.

 

“Facility Termination Event” means any of theevents described in Section 14.1 of the Receivables FinancingAgreement.

 

“Federal Funds Rate” means, for any period, afluctuating rate per annum equal for each day during such period to theweighted average of the rates on overnight federal funds transactions withmembers of the Federal Reserve System arranged by federal funds brokers, aspublished for such day (or, if such day is not a Business Day, for the nextpreceding Business Day) by the Federal Reserve Bank of New York, or, if suchrate is not so published for any day which is a Business Day, the average ofthe quotations for such day on such transactions received by the AdministrativeAgent from three federal funds brokers of recognized standing selected by it.

 

“Fee Letter” has the meaning set forth in Section 3.4of the Receivables Financing Agreement.

 

“Fees” means all fees and other amounts payableby the Borrower to the Administrative Agent, on behalf of itself, the Lendersand the Support Parties, pursuant to the Fee Letter.

 

“Financed Vehicle” means, as to any Contract,the new or used automobile, light-duty truck, sports utility vehicle, van orminivan, together with all accessories thereto, the financing of which gaverise to such Contract.

 

“Fixed Period” means with respect to anyAdvance:

 

(a)           the period commencing on the date of theinitial funding of such Advance and ending on the succeeding Distribution Date;and

 

(b)           thereafter, each period commencing on the last dayof the immediately preceding Fixed Period for such Advance and ending on thenext succeeding Distribution Date.

 

“Franklin Pool” means that certain pool ofreceivables purchased on May 4, 2004, from First Federal Bank, a federallychartered stock savings bank located and operating in Pennsylvania, whichconsists of motor vehicle retail installment contracts secured by new and usedautomobiles, light-duty trucks, all-terrain vehicles, motorcycles andrecreational vehicles.

 

“Full Prepayment” means any of thefollowing:  (i) payment to theServicer of 100% of the outstanding principal balance of a Receivable,exclusive of any Receivable referred to in 

 

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clause (ii), (iii) or (iv) of the definitionof the term “Defaulted Receivable,” together with all accrued and unpaidinterest thereon to the date of such payment, or (ii) payment by theSeller or the Servicer, as the case may be, of the purchase price of aReceivable in connection with the purchase of a Receivable pursuant to Section 3.02or 4.07 of the Sale and Servicing Agreement.

 

“GAAP” means generally accepted accountingprinciples in the United States, which are applicable to the circumstances asof any date of determination.

 

“Guarantor” has the meaning set forth in the Preambleof the Receivables Financing Agreement.

 

“Increased Costs” means collectively, anyincreased cost, loss or liability owing to the Administrative Agent and/or anyother Affected Person under Article VI of the Receivables FinancingAgreement.

 

“Indebtedness” means, with respect to anyPerson at any time, (a) indebtedness or liability of such Person forborrowed money whether or not evidenced by bonds, debentures, notes or otherinstruments, or for the deferred purchase price of property or services(including trade obligations); (b) obligations of such Person as lesseeunder leases which should have been or should be, in accordance with GAAP,recorded as capital leases; (c) current liabilities of such Person inrespect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligationsissued for or liabilities incurred on the account of such Person; (e) obligationsor liabilities of such Person arising under acceptance facilities; (f) obligationsof such Person under any guarantees, endorsements (other than for collection ordeposit in the ordinary course of business) and other contingent obligations topurchase, to provide funds for payment, to supply funds to invest in any Personor otherwise to assure a creditor against loss; (g) obligations of suchPerson secured by any lien on property or assets of such Person, whether or notthe obligations have been assumed by such Person; or (h) obligations ofsuch Person under any interest rate or currency exchange agreement.

 

“Indemnified Amounts” has the meaning set forthin Section 17.1 of the Receivables Financing Agreement.

 

“Indemnified Party” has the meaning set forthin Section 17.1 of the Receivables Financing Agreement.

 

“Indemnity Amounts” means, collectively, allindemnity obligations and other amounts owing to the Administrative Agent, anyAgent, any Lender and/or any other Indemnified Party under Section 13.7, Article XVIIor Section 18.4 of the Receivables Financing Agreement.

 

“Independent Accountants” has the meaning setforth in Section 8.7 of the Receivables Financing Agreement.

 

“Initial Closing Date” means, April 1,2005.

 

“Insolvency Event” means, with respect to anyPerson, (i) the entry of a decree or order for relief by a court orregulatory authority having jurisdiction in respect of such Person in an 

 

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involuntary case under the federal bankruptcy laws, asnow or hereafter in effect, or any other present or future, federal or State,bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,assignee, custodian, trustee, sequestrator or other similar official for suchPerson or for any substantial part of its property, or ordering the winding-upor liquidation of such Person’s affairs, and the continuance of any such decreeor order unstayed and in effect for a period of 90 consecutive days, (ii) thecommencement of an involuntary case under the federal bankruptcy laws, as nowor hereinafter in effect, or any other present or future federal or statebankruptcy, insolvency or similar law and such case is not dismissed within 90days, (iii) the commencement by such Person of a voluntary case under thefederal bankruptcy laws, as now or hereinafter in effect, or any other presentor future federal or state, bankruptcy, insolvency or similar law, or (iv) theconsent by such Person to the appointment of a conservator or receiver or liquidatorin any insolvency, readjustment or debt, marshalling of assets and liabilitiesor similar proceedings of or relating to such Person or of or relating to allor substantially all of its property, or a decree or order of a court or agencyor supervisory authority having jurisdiction in the premises for theappointment of a conservator or receiver or liquidator in any insolvency,readjustment of debt, marshalling of assets and liabilities or similarproceedings, or for the winding-up or liquidation of its affairs, shall havebeen entered against such Person, or such Person shall admit in writing itsinability to pay its debts generally as they become due, file a petition totake advantage of any applicable insolvency or reorganization statute, make an assignmentfor the benefit of its creditors or voluntarily suspend payment of itsobligations or the taking of corporate action by such Person in furtherance ofany the foregoing.

 

“Insurance Policy” means, with respect to aFinanced Vehicle, (i) any comprehensive, collision, fire, theft or otherinsurance policy maintained by an Obligor that also lists the Dealer or theSeller as loss payee with respect to the related Financed Vehicle or (ii) anycredit life, involuntary unemployment, or accident and health insurancemaintained by an Obligor in connection with any Contract.

 

“Insurance Proceeds” means proceeds paidpursuant to any Insurance Policy and amounts (exclusive of rebated premiums)paid by any insurer under any other insurance policy related to a FinancedVehicle, a Contract or an Obligor.

 

“Interest Rate Caps” shall mean the interestrate caps provided pursuant to Cap Agreements by one or more Cap Providers infavor of the Collateral Agent for the benefit of the Secured Parties pursuantto Section 11.6 of the Receivables Financing Agreement which shallentitle the Collateral Agent to receive monthly payments equal to the productof (i) the positive difference, if any, between the 30-day LIBOR Rate ineffect for each applicable Fixed Period and a rate per annum of 9.0%, (ii) thenotional amount of such interest rate cap and (iii) the actual number ofdays in the Interest Accrual Period divided by 360.

 

“Interim Distribution Date” means any BusinessDay, other than a Distribution Date, on which Advancesare being paid or prepaid.

 

“Investor” means (i) all Lenders, (ii) allother owners by assignment or participation of an Advance and, to the extent ofthe undivided interests so assigned or participated, all Participants (inaccordance with Section 16.9), and (iii) each Agent and anysubsequent holder of a Note (in accordance with Section 16.5).

 

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“Lender” means any Noncommitted Lender orCommitted Lender, and “Lenders” means, collectively, all NoncommittedLenders and Committed Lenders.

 

“Lender Group” shall mean each group of Lendersconsisting of (i) a Noncommitted Lender and (ii) the CommittedLenders with respect to such Noncommitted Lender.  The initial Lender Group shall be theNantucket Purchaser Group, which shall consist of Nantucket Funding Corp., LLC,as the Noncommitted Lender, and DBNY, as the Committed Lender.  The Agent for the Nantucket Purchaser Groupshall be DBNY.

 

“Level One Trigger Event” means occurrence ofany one of the following:

 

(a)           the Delinquency Ratio exceeds ***;

 

(b)           the Aggregate Outstanding PrincipalBalance of Eligible Receivables relating to Dealers with Dealer ReservePercentages less than 15% exceeds *** of the Aggregate Eligible ReceivablesBalance;

 

(c)           the Charge-Off Ratio exceeds (i) duringany period other than a period that includes any Collection Period thatencompasses any month occurring during the period of December through March ofany year, *** or (ii) during a period that includes any Collection Periodthat encompasses any month occurring during the period of December throughand including March of any year, ***; or

 

(d)           the Pool Discount/Reserve Percentage exceeds***.

 

“Level Two Trigger Event” means occurrence ofany one of the following:

 

(a)           the Delinquency Ratio exceeds ***;

 

(b)           the Aggregate Outstanding PrincipalBalance of Eligible Receivables relating to Dealers with Dealer ReservePercentages less than 15% exceeds *** of the Aggregate Eligible ReceivablesBalance;

 

(c)           the Charge-Off Ratio exceeds (i) duringany period other than a period that includes any Collection Period thatencompasses any month occurring during the period of December through March ofany year, *** or (ii) during a period that includes any Collection Periodthat encompasses any month occurring during the period of December throughand including March of any year, ***; or

 

(d)           the Pool Discount/Reserve Percentage exceeds***.

 

“LIBOR Rate”means, with respect to any Fixed Period, the rate per annum shown on Telerate Page 3750as the composite offered rate for London interbank deposits for a period equalto such Fixed Period, as shown under the heading “USD” as of 11:00 a.m.,London time, two Business Days prior to the first day of such Fixed Period; providedthat in the event no such rate is shown, the LIBOR Rate shall be the rate perannum based on the rates at which Dollar deposits for a period equal to suchFixed Period are displayed on page ”LIBOR” of the Reuters 

 

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Monitor MoneyRates Service or such other page as may replace the LIBOR page onthat service for the purpose of displaying London interbank offered rates ofmajor banks as of 11:00 a.m., London time, two London Business Days priorto the first day of such Fixed Period (it being understood that if at least twosuch rates appear on such page, the rate will be the arithmetic mean of suchdisplayed rates); providedfurther that in the event fewer thantwo such rates are displayed, or if no such rate is relevant, the LIBOR Rateshall be a rate per annum at which deposits in Dollars are offered by theprincipal office of Deutsche Bank AG in London, England to prime banks in theLondon interbank market at 11:00 A.M. (London time) two Business Daysbefore the first day of such Fixed Period for delivery on such first day andfor a period equal to such Fixed Period.

 

“LIBOR ReservePercentage” means, with respect to any Fixed Period, a percentage(expressed as a decimal) equal to the weighted average of the percentages ineffect during such Fixed Period, as prescribed by the Board of Governors of theFederal Reserve System (or any successor thereto) for determining the maximumreserve requirements applicable to “Eurocurrency liabilities” pursuant toRegulation D or any other applicable regulation of the Federal ReserveBoard (or any successor thereto) which prescribes reserve requirementsapplicable to “Eurocurrency liabilities” as currently defined inRegulation D.

 

“Lien” means any security interest, lien,charge, pledge, preference, equity or encumbrance of any kind, including taxliens, mechanics’ liens and any liens that attach by operation of law.

 

“Liquidation Expenses” means reasonableout-of-pocket expenses (and, if CAR, CAR Servicing or an Affiliate of CAR isthe Servicer, not to exceed Liquidation Proceeds), other than any overheadexpenses, incurred by the Servicer in connection with the realization of theamounts due under any Receivable (including the attempted liquidation of aReceivable which is brought current and is no longer in default during suchattempted liquidation) and the sale of any property acquired in respect thereofwhich are not recoverable under any Insurance Policy.

 

“Liquidation Proceeds” means amounts receivedby the Servicer (before reimbursement for Liquidation Expenses) in connectionwith the realization of the amounts due and to become due under any DelinquentReceivable or Defaulted Receivable, including, without limitation, DealerReserves and amounts paid by Dealers pursuant to the Dealer PurchaserAgreements and applied with respect to any such Receivable, and/or the sale ofany property acquired in respect thereof but net of any amounts required to berefunded to the Obligor of such Receivable.

 

“Liquidity Amount” means, on any determinationdate, the sum of cash or cash equivalents owned by CARS Acquisition and itswholly-owned direct or indirect subsidiaries on such determination date(including Excess Funds) and available borrowing capacity on such determinationdate under the Receivables Financing Agreement and the unsecured creditfacilities to which CAR is a party.

 

“Lockbox Account” has the meaning given suchterm in Section 4.02(b) of the Sale and Servicing Agreement.

 

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“Lockbox Agreement” means each lockbox controlagreement by and among a Lockbox Bank, the Collateral Agent and the Borrower,to be entered into in connection with respect to each Lockbox Account as setforth in Section 4.02(b) of the Sale and Servicing Agreementin form and substance acceptable to the Administrative Agent, as be amended,supplemented or otherwise modified from time to time.

 

“Lockbox Bank” means each depositoryinstitution named by the Servicer and acceptable to the Agent which maintains aLockbox Account.

 

“Major Account Purchase Program” means theprogram of CAR (or a Predecessor in Interest) for purchasing Receivables whichhas been designated as the “Major Account Purchase Program”, as moreparticularly described in the Credit and Collection Policy.

 

“Market Discount” means, with respect to any Receivable, the discount from par at which the Seller or aPredecessor in Interest purchased such Receivable from the related Dealer.

 

“Material Adverse Change” in respect of aPerson means a material adverse change in (i) the business, properties,results of operations, or financial condition of such Person or (ii) theability of such Person to perform, or of the Collateral Agent or any Lender toenforce, the material obligations of such Person under any Transaction Documentto which it is a party.

 

“Material Adverse Effect” in respect of aPerson means a material adverse effect upon (i) the business, properties,results of operations, or financial condition of CCRT and its Subsidiariestaken as a whole, or (ii) the ability of such Person to perform, or of theCollateral Agent or any Lender to enforce, the material obligations of suchPerson under any Transaction Document to which it is a party.

 

“Maturity Date” means, with respect to anyContract, the date on which the last scheduled payment of such Contract shallbe due and payable (after giving effect to all Prepayments received prior tothe date of determination) as such date may be extended pursuant to Section 4.02of the Sale and Servicing Agreement.

 

“Maximum Loan Amount” of a Noncommitted Lendermeans the aggregate Commitment of the Committed Lenders with respect to suchNoncommitted Lender.

 

“Minimum Liquidity Amount Test” shall be met,on any date, if the Liquidity Amount is then, and is reasonably expected to bethroughout the then following six-month period, at least $50,000.  If such requirement is not met, CAR shallhave provided to the Administrative Agent a quarterly financial forecast forthe following two-year period and a reasonably detailed calculation of theLiquidity Amount and projected compliance with such test.

 

“Monthly Charge-Off Ratio” means, with respectto any Collection Period, the percentage equivalent of a fraction (a) thenumerator of which is the product of (i) the Aggregate Outstanding PrincipalBalance of all Transferred Receivables which became Defaulted Receivablesduring such Collection Period less Net Liquidation Proceeds (including DealerReserves applied to such Defaulted Receivables) during such Collection Periodand (ii) 12 and 

 

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(b) the denominator ofwhich is the Aggregate Outstanding Principal Balance of all TransferredReceivables as of the last day of the preceding Collection Period.

 

“Monthly Delinquency Ratio” means, with respectto any Collection Period, the percentage equivalent of a fraction (a) thenumerator of which is the Aggregate Outstanding Principal Balance of allTransferred Receivables which are Delinquent Receivables as of the last day ofsuch Collection Period and (b) the denominator of which is the AggregateOutstanding Principal Balance of all Transferred Receivables as of the last dayof such Collection Period.

 

“Monthly P&I” means, with respect to anyContract, the amount of each monthly installment of principal and interestpayable to the Obligee of such Contract in accordance with the terms thereof,exclusive of any charges which represent late payment charges or extensionfees.

 

“Moody’s” means Moody’s Investors Service, Inc.,or any successor thereto.

 

“Net Collections” means (i) the sum of allamounts collected on or in respect of the Receivables and Dealer TransactionRights, including Monthly P&I (whether received in whole or in part,whether related to a current, future or prior Due Date, whether paidvoluntarily by an Obligor or received in connection with the realization of theamounts due and to become due under any Defaulted Receivable or upon the saleof any property acquired in respect thereof), all partial Prepayments, all FullPrepayments, Net Liquidation Proceeds, Net Insurance Proceeds, and theRepurchase Amount for Repurchased Receivables but excluding any amountscollected that the Servicer is entitled to retain.

 

“Net Insurance Proceeds” means, with respect toany Receivable, Insurance Proceeds net of any such amount applied to the repairof the related Financed Vehicle, released to the related Obligor in accordancewith the normal servicing procedures of the Servicer or representing expensesincurred by the Servicer and recoverable hereunder.

 

“Net Liquidation Proceeds” means the amountderived by subtracting from the Liquidation Proceeds of a Receivable therelated Liquidation Expenses.

 

“Net Outstanding Principal Balance” means, withrespect to a Receivable and any date, the product of (a) the outstandingPrincipal Balance thereof and (b) 100% minus the sum of (i) theDealer Reserve Percentage on such date with respect to the Dealer whichoriginated such Receivable and (ii) the Dealer Discount Percentage on suchdate with respect to such Dealer.

 

“Net Spread”means, as of any date, the positive excess, if any, of (a) the sum of (i) theweighted average APR of the Eligible Receivables on such date (after givingeffect to any reduction of the APR of any Eligible Receivable pursuant to theprovision of Section 4.01 of the Sale and Servicing Agreement) and (ii) theweighted average Dealer Discount Percentage over (b) the sum of (i) the Total Expense Percentage plus (ii) the weighted (on the basisof notional amounts) average strike prices for the Interest Rate Caps in effecton such date.

 

“New Dealer” means, as of any date, a Dealerfrom whom CAR or a Predecessor in Interest first purchased a Receivable withinthe 12 months prior to such date.

 

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“Noncommitted Lender” means each StructuredLender which shall become a party to the Receivables Financing Agreement.

 

“Noncommitted Percentage” means, for aNoncommitted Lender, such Noncommitted Lender’s Maximum Loan Amount as apercentage of the Facility Limit.

 

“Note” means the promissory grid note, in theform of Exhibit B to the Receivables Financing Agreement, madepayable to the order of an Agent, on behalf of the related Investors.

 

“Note Agent” has the meaning set forth in Section 15.1of the Receivables Financing Agreement.

 

“Note Register” has the meaning set forth in Section 16.5(a) ofthe Receivables Financing Agreement.

 

“Note Registrar” has the meaning set forth in Section 16.5(a) ofthe Receivables Financing Agreement.

 

“Obligations” means all obligations (monetaryor otherwise) of the Borrower to the Lenders, the Agents, the Custodian, theBackup Servicer, the Administrative Agent, the Collateral Agent or any otherAffected Person or Indemnified Party arising under or in connection with thisAgreement, the Notes and each other Transaction Document.

 

“Obligee” means the Person to whom an Obligoris indebted under a Contract.

 

“Obligor” on a Contract means the purchaser orco-purchasers of the Financed Vehicle and any other Person who owes paymentsunder the Contract.

 

“Officers’ Certificate” means a certificatesigned by the Chairman, the President, a Vice President, the Treasurer, anAssistant Treasurer, the Controller, an Assistant Controller, the Secretary oran Assistant Secretary of any Person delivering such certificate and deliveredto the Person to whom such certificate is required to be delivered.  In the case of an Officers’ Certificate ofthe Servicer, the signing officer must be a Servicing Officer.  Unless otherwise specified, any referenceherein to an Officers’ Certificate shall be to an Officers’ Certificate of theBorrower.

 

“Official Body” means any government orpolitical subdivision or any agency, authority, regulatory body, bureau,central bank, commission, department or instrumentality of any such governmentor political subdivision, or any court, tribunal, grand jury or arbitrator, ineach case whether foreign or domestic.

 

“Opinion of Counsel” means a written opinion ofindependent counsel reasonably acceptable in form and substance and fromcounsel acceptable to the Required Lenders.

 

“Other Conveyed Property” means the itemstransferred to the Borrower pursuant to Section 2.01(b) of theSale and Servicing Agreement other than the Transferred Dealer 

 

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Transaction Rights. Dealer Recourse with respect to a Receivable shall be deemed to be a Other Conveyed Property with respect to such Receivable.

 

“Outstanding” means, with respect to aReceivable and as of time of reference thereto, a Receivable that has notreached its Maturity Date, has not been fully prepaid, has not become aDefaulted Receivable and has not been repurchased pursuant to Section 3.02or 4.07 of the Sale and Servicing Agreement.

 

“Overconcentration Amount” means, as of anydate, the sum, without duplication, of the following (excluding, in each case,the Franklin Pool):

 

(a)           the amount, if any, by which the AggregateOutstanding Principal Balance of all Transferred Receivables which are EligibleReceivables which were originated by any Dealer exceeds *** of the AggregateEligible Receivables Balance;

 

(b)           the amount, if any, by which the AggregateOutstanding Principal Balance of all Transferred Receivables which are EligibleReceivables which were originated by any three Dealers exceeds *** of theAggregate Eligible Receivables Balance;

 

(c)           after the Initial Closing Date, theamount, if any, by which the Aggregate Outstanding Principal Balance of allTransferred Receivables which are Eligible Receivables which were originated byany New Dealer exceeds *** of the Aggregate Eligible Receivables Balance;

 

(d)           the amount, if any, by which the AggregateOutstanding Principal Balance of all Transferred Receivables which are EligibleReceivables which were originated by Obligors having an address in a particularstate exceeds the percentage of the Aggregate Eligible Receivables Balance setforth opposite the name of such state below: 

 
| **State**                                            | ** ** | **Percentage** |
|------------------------------------------------------|------------|----------------|
|                                                 |       |           |
| Florida                                              |       | ***            |
|                                                 |       |           |
| Texas                                                |       | ***            |
|                                                 |       |           |
| Pennsylvania, Georgia, California or North  Carolina |       | ***            |
|                                                 |       |           |
| All other states                                     |       | ***            |

 

(e)           the amount, if any, by which theAggregate Outstanding Principal Balance of all Transferred Receivables whichare Eligible Receivables which have remaining terms to maturity of greater than24 months exceeds *** of the Aggregate Eligible Receivables Balance;

 

(f)            the amount, if any, by which theAggregate Outstanding Principal Balance of all Transferred Receivables whichare Eligible Receivables which have remaining terms to maturity of greater than36 months exceeds *** of the Aggregate Eligible Receivables Balance;

 

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(g)           the amount, if any, by which theAggregate Outstanding Principal Balance of all Transferred Receivables whichare Eligible Receivables which were originated under the AFP Program exceeds*** of the Aggregate Eligible Receivables Balance; and

 

(h)           the amount, if any, by which theAggregate Outstanding Principal Balance of all Transferred Receivables whichare Eligible Receivables which were originated under the PIPP Program exceeds*** of the Aggregate Eligible Receivables Balance.

 

“Participant” has the meaning set forth in Section 16.9of the Receivables Financing Agreement.

 

“Permitted Investment” means, at anytime:

 

(a)           direct interest-bearing obligations of,and interest-bearing obligations guaranteed as to timely payment of principaland interest by, the United States or any agency or instrumentality of theUnited States, the obligations of which are backed by the full faith and creditof the United States;

 

(b)           demand or time deposits in, certificatesof deposit of, demand notes of, or bankers’ acceptances issued by anydepository institution or trust company organized under the laws of the UnitedStates or any State thereof (including any federal or state branch or agency ofa foreign depository institution or trust company) and subject to supervisionand examination by federal and/or state banking authorities (including, ifapplicable, the Administrative Agent or any agent thereof acting in itscommercial capacity); provided that the short-term unsecured debtobligations of such depository institution or trust company at the time of suchinvestment, or contractual commitment providing for such investment, are ratedat least “A-1+” by Standard & Poor’s and “P-1” by Moody’s;

 

(c)           repurchase obligations pursuant to awritten agreement (i) with respect to any obligation described in clause (a) above,where the Collateral Agent has taken actual or constructive delivery of such obligationin accordance with Article IX of this Agreement, and (ii) enteredinto with (x) DBNY or (y) the corporate trust department of adepository institution or trust company organized under the laws of the UnitedStates or any State thereof, the deposits of which are insured by the FederalDeposit Insurance Corporation and the short-term unsecured debt obligations ofwhich are rated at least “A-1+” by Standard & Poor’s and “P-1” byMoody’s (including, if applicable, the Collateral Agent or any agent thereofacting in its commercial capacity);

 

(d)           securities bearing interest or sold at adiscount issued by any corporation incorporated under the laws of the UnitedStates or any State whose long-term unsecured debt obligations are assigned oneof the two highest long-term ratings by each Rating Agency at the time of suchinvestment or contractual commitment providing for such investment; provided,however, that securities issued by any particular corporation will notbe Permitted Investments to the extent that an investment therein will causethe then outstanding principal amount of securities issued by such corporationand held in the Collection Account and the Cap Funding Reserve Account toexceed 10% of the value of Permitted Investments held in such accounts (withPermitted Investments held in such accounts valued at par);

 

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(e)           commercial paper that (i) is payable in UnitedStates dollars and (ii) is rated at least “A-1+” by Standard &Poor’s and “P-1” by Moody’s;

 

(f)            units of money market funds (which may bemanaged by the Collateral Agent or one of its Affiliates) rated in the highestcredit rating category by each Rating Agency; or

 

(g)           any other demand or time deposit,obligation, security or investment (including, without limitation, a hedgingarrangement) as may be acceptable to the Required Lenders, as evidenced by awriting to that effect.

 

Permitted Investments may be purchased by or throughthe Administrative Agent, the Collateral Agent or any of their respectiveAffiliates.  All Permitted Investmentsshall be held in the name of the Collateral Agent.  No Permitted Investment shall have an “r”highlighter affixed to its Standard & Poor’s rating.

 

“Permitted Lien” means (i) the Lien infavor of the Collateral Agent for the benefit of the Secured Parties, (ii) therestrictions on transferability imposed by the Transaction Documents, (iii) inchoate Liens for taxes not yet payable and mechanics’ or suppliers’ liens forservices or materials supplied the payment of which is not yet overdue and (iv) withrespect to any Financed Vehicle, (A) any Lien for unpaid taxes or unpaidstorage or repair charges, (B) mechanics’ Liens and (C) any Lien thatattaches by operation of law and which may arise after the applicable ClosingDate in accordance with the UCC.

 

“Person” means an individual, partnership,corporation (including a business trust), joint stock company,limited liability company, trust, unincorporated association, joint venture,government or any agency or political subdivision thereof or any other entity.

 

“PIPP” or “PIPP Program” means theprogram of CAR (or a Predecessor in Interest) for purchasing Receivables whichhas been designated as the “Payment Interval Purchase Program” or “PIPP Program”,as more particularly described in the Credit and Collection Policy.

 

“Pool Discount/Reserve Percentage” means, as ofany Distribution Date, the percentage equivalent of a fraction the numerator ofwhich is the sum of the aggregate Dealer Discount with respect to allTransferred Receivables on such Distribution Date and the aggregate DealerReserve with respect to all Transferred Receivables on such day and thedenominator of which is the Aggregate Outstanding Principal Balance of allTransferred Receivables on such Distribution Date.

 

“Predecessors in Interest” mean Wells FargoFinancial America, Inc., Wells Fargo Financial Kentucky, Inc., WellsFargo Financial, Inc., Wells Fargo Financial Nevada, Inc., WellsFargo Financial North Carolina, Inc., Wells Fargo Financial Texas, Inc.and Wells Fargo Financial CAR LLC.

 

“Principal Balance” means, with respect to aReceivable and any date, the outstanding principal balance under the termsthereof.

 

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“Proceeds” or “proceeds” shall have themeaning given to such term in the UCC.

 

“Promissory Note” means the note or notes, ifmore than one, executed by the Borrower in favor of the Seller as part of thepurchase price paid by the Borrower for Contracts subject to this Agreementsubstantially in the form of Exhibit C to the Sale and ServicingAgreement.

 

“Purchase Date” means, with respect to aTransferred Receivable or Transferred Dealer Transaction Right, the date onwhich such Receivable or Transferred Dealer Transaction Right is sold orcontributed to the Borrower pursuant to the Sale and Servicing Agreement.

 

“Purchase Price” means, with respect to eachReceivable in which a Dealer Transaction Right is sold by the Seller to thePurchaser pursuant to the Sale and Servicing Agreement, and measured on theCut-Off Date for such sale, an amount equal to the product of (a) theoutstanding Principal Balance of such Receivable, multiplied by (b) theDiscount Factor.

 

“Purchaser” means the Borrower in its capacityas the “Purchaser” under the Sale and Servicing Agreement.

 

“Qualified Substitute Arrangement” shall havethe meaning specified in Section 11.6(d) of the ReceivablesFinancing Agreement.

 

“Rating Agencies” means Standard &Poor’s and Moody’s.

 

“Receivable” means the right to payment arisingunder a Contract for the sale of a motor vehicle and any interest in relatedgoods, insurance or services evidenced by or arising under such Contract.

 

“Record Date” means, with respect to anyDetermination Date or Distribution Date, the last day of the immediatelypreceding calendar month.

 

“Receivables Collateral” means the TransferredReceivables and Transferred Dealer Transaction Rights together with the OtherConveyed Property.

 

“Receivables Financing Agreement” means theReceivables Financing Agreement dated as of April 1, 2005 (together withall amendments and other modifications, if any, from time to time thereaftermade thereto), among the Purchaser, the Servicer, CompuCredit Corporation,Deutsche Bank AG, New York Branch, the Backup Servicer, the Collateral Agent,the Custodian and the Lenders and the Agents parties thereto.

 

“Registrar of Titles” means the agency,department or office having the responsibility for maintaining records oftitles to motor vehicles and issuing documents evidencing such titles in thejurisdiction in which a particular Financed Vehicle is registered.

 

“Related Security” means, for any Receivable,all of the Seller’s right, title and interest in, to and under (i) theFinanced Vehicle related to the related Contract; (ii) any InsurancePolicies relating to such Financed Vehicle or to the related Obligor, (iii) allLiens and property subject thereto, if any, purporting to secure payment ofsuch Contract, together with all financing 

 

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statements describing any collateral securing suchContract, (iv) all guarantees, letters of credit, insurance and otheragreements supporting or securing payment of such Contract, (v) allAncillary Products related to such Contract, (vi) rights or claims againstthe applicable Dealer and (vii) all proceeds of the foregoing.

 

“Replacement Interest Rate Cap” means one ormore Interest Rate Caps, which in combination with all other Interest Rate Capsthen in effect, after giving effect to any planned cancellations of anypresently outstanding Interest Rate Caps satisfy the Borrower’s covenantcontained in Section 11.6 of the Receivables Financing Agreement tomaintain Interest Rate Caps.

 

“Repurchase Amount” means, with respect to anyDealer Transaction Right and any related Receivable, the amount, as of the dateof repurchase, equal to the greater of (x) (a) the Purchase Price paidwith respect to such Dealer Transaction Right minus (b) collections inrespect of principal received on or prior to the date of repurchase and (y) theproduct of (a) the outstanding Principal Balance thereof and (b) 100%minus the sum of (i) the Dealer Reserve Percentage on such date withrespect to the Dealer which originated such Receivable and (ii) the DealerDiscount Percentage on such date with respect to such Dealer.

 

“Repurchased Dealer Transaction Right” means,with respect to any Collection Period, any Transferred Dealer Transaction Rightrelating to any Transferred Receivable which became a Repurchase Receivableduring such Collection Period.

 

“Repurchased Receivable” means, with respect toany Collection Period, any Transferred Receivable as to which the RepurchaseAmount has been deposited in the Collection Account by or on behalf of the Borroweror the Servicer, as applicable, on or before the related Determination Date andany Transferred Receivable purchased by the Servicer, the Seller or CARpursuant to the Sale and Servicing Agreement as to which the Repurchase Amounthas been deposited in the Collection Account by or on behalf of the Servicer,the Seller or CAR, as the case may be.

 

“Required Interest Rate Caps Notional Amount”means, with respect to any date of determination, the outstanding principalamount of the Advances on such date of determination.

 

“Required Lenders” means, at any time, (a) NoncommittedLenders holding Advances aggregating at least 66-2/3% of all Advances thenowing to Noncommitted Lenders, and (b) Committed Lenders havingCommitments or, if no Commitments are in effect, Advances, aggregating at least66-2/3% of the Facility Limit or Advances owing to Committed Lenders (as thecase may be).

 

“Responsible Officer” means, with respect toany Person that is not an individual, the President, any Vice-President orAssistant Vice-President, the Chief Financial Officer, the Treasurer or theController of such Person, or any other trust officer, officer or employeehaving similar functions.

 

“Rule of 78’s Contract” means a Contractas to which payments thereunder are applied on the basis of the Rule of 78’s.

 

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“Sale and Assignment” means a sale andassignment delivered in connection with a sale of Receivables, substantially inthe form of Schedule B to the Sale and Servicing Agreement.

 

“Sale and Servicing Agreement” means the Saleand Servicing Agreement, dated as of April 1, 2005(together with allamendments and other modifications, if any, from time to time thereafter madethereto), by and among the Borrower, the Seller, the Custodian and theServicer.

 

“Schedule of Receivables” means the listor lists of Receivables attached as the Schedule of Receivables to eachSale and Assignment executed in connection with this Agreement, which Schedule ofReceivables are incorporated by reference as Schedule A to ReceivablesFinancing Agreement.  Each such Schedule ofReceivables shall identify the Receivables which are being transferred to thePurchaser and shall set forth such information with respect to each suchReceivable as the Purchaser or the Required Lenders may from time to timerequire.

 

“Scheduled Facility Termination Date” means thedate that is 364 days from the Effective Date of this Agreement or such laterdate to which the Scheduled Facility Termination Date may be extended, ifextended, pursuant to Section 2.7 of the Receivables FinancingAgreement.

 

“Secured Parties” means, collectively, eachAgent, each Lender, the Administrative Agent, the Collateral Agent, each otherAffected Person and their respective successors and assigns.

 

“Seller” has the meaning specified in the Preambleof the Receivables Financing Agreement.

 

“Servicer” means CAR Servicing, in its capacityas the Servicer of the Receivables under Section 4.01 of the Sale andServicing Agreement, and, in each case upon succession in accordance herewith,each successor Servicer in the same capacity pursuant to Section 4.01 ofthe Sale and Servicing Agreement and each successor Servicer pursuant to Section 8.02of the Sale and Servicing Agreement.

 

“Servicer Default” means an event specified in Section 8.01of the Sale and Servicing Agreement.

 

“Servicing Fee – Senior” means, with respect toany Distribution Date, the fee payable to the Servicer on a senior basis forservices rendered during the related Collection Period, which shall be equal toone-twelfth of the Servicing Fee Percentage — Senior multiplied by the averageAggregate Net Outstanding Principal Balance of Transferred Receivables for eachday during the related Collection Period.

 

“Servicing Fee – Subordinate” means, withrespect to any Distribution Date, the fee payable to the Servicer on asubordinate basis for services rendered during the related Collection Period,which shall be equal to one-twelfth of the Servicing Fee Percentage –Subordinate multiplied by the average aggregate outstanding balance ofTransferred Receivables for each day during the related Collection Period.

 

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“Servicing Fee Percentage - Senior” means ***,or, following a Servicer Default, such higher rate as may be payable at suchtime to a successor Servicer.

 

“Servicing Fee Percentage - Subordinate” means***, or, following a Servicer Default, such higher rate as may be payable atsuch time to a successor Servicer.

 

“Servicing Officer” means any officer of theServicer involved in, or responsible for, the administration and servicing ofthe Receivables whose name appears on a list of servicing officers furnished tothe Purchaser, the Administrative Agent and the Collateral Agent by theServicer pursuant to Section 4.01 of the Sale and ServicingAgreement.

 

“Settlement Date” means, with respect to anyAdvance, (x) each Distribution Date or (y) the date on which the Borrower shallprepay such Advance pursuant to Section 2.6 of the ReceivablesFinancing Agreement.

 

“Simple Interest Contract” means a Contract asto which interest is calculated each day on the basis of the actual principalbalance of such Contract on such day.

 

“SL Affected Party” has the meaning set forthin Section 3.3(c) of the Receivables Financing Agreement.

 

“Standard & Poor’s” means Standard &Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., orany successor thereto.

 

“Standard Bulk Purchase Program” means theprogram of CAR (or a Predecessor in Interest) for purchasing Receivables whichhas been designated as the “Standard Bulk Purchase Program”, as moreparticularly described in the Credit and Collection Policy.

 

“Stated Facility Termination Date” means thedate that is eighteen months from the Effective Date of this Agreement.

 

“Structured Lender” shall mean any Person whoseprincipal business consists of issuing commercial paper, medium term notes orother securities to fund its acquisition and maintenance of receivables,accounts, instruments, chattel paper, general intangibles and other similarassets or interests therein and which is required by any nationally recognizedstatistical rating organization which is rating such securities to obtain fromits principal debtors an agreement such as that set forth in Section 18.11(a) ofthe Receivables Financing Agreement in order to maintain such rating.

 

“Subsequent Closing Date” means each ClosingDate other than the Initial Closing Date.

 

“Subsidiary” means, with respect to any Person,a corporation of which such Person and/or its other Subsidiaries own, directlyor indirectly, such number of outstanding shares as have more than 50% of theordinary voting power for the election of directors.

 

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“Support Facility” means any liquidity orcredit support agreement with a Noncommitted Lender which relates to thisAgreement (including any agreement to purchase an assignment of orparticipation in Notes).

 

“Support Party” means any other bank, insurancecompany or other financial institution extending or having a commitment toextend funds to or for the account of a Noncommitted Lender (including byagreement to purchase an assignment of or participation in Notes) under aSupport Facility.  Each Committed Lenderfor a Noncommitted Lender shall be deemed to be a Support Party for suchNoncommitted Lender.

 

“Tangible Net Worth” means, with respect to anyPerson, the net worth of such Person calculated in accordance with GAAP aftersubtracting therefrom the aggregate amount of such Person’s intangible assets,including, without limitation, goodwill, franchises, licenses, patents,trademarks, tradenames, copyrights and service marks.

 

“Take-Out Securitization” means (i) afinancing transaction of any sort undertaken by CAR, any Affiliate of CAR, orthe Borrower secured, directly or indirectly, by any Receivable which was aTransferred Receivable prior to such transaction or (ii) any auto loan orother asset securitization, secured loans, whole loan sale or similartransactions involving any Receivable which was a Transferred Receivable priorto such transaction or any beneficial interest therein.

 

“Taxes” has the meaning set forth in Section 5.1(b) ofthe Receivables Financing Agreement.

 

“Threatened” means, with respect to an action,Proceeding or other matter, that any demand or statement has been made (inwriting or orally, if made to any of the officers or directors of a Person), orthat any other event has occurred or any other circumstances exist, that wouldlead a reasonable person to conclude that such Proceeding or other matter islikely to be asserted, commenced, taken or otherwise pursued in the future.

 

“Title Document” means, with respect to anyFinanced Vehicle, the certificate of title for, or other evidence of ownershipof, such Financed Vehicle issued by the Registrar of Titles in the jurisdictionin which such Financed Vehicle is registered.

 

“Total Expense Percentage” means, as of anydate, the sum of (a) the Servicing Fee Percentage — Senior plus theServicing Fee Percentage - Subordinate plus (b) the “Program FeeRate” (as defined in the Fee Letter) plus (c) the “Usage Fee Rate”(as defined in the Fee Letter) plus (d) the rate at which fees dueto the Custodian under the Custodian Fee Letter accrue (if calculated on thebasis of the outstanding amount of Receivables) plus (e) the rateat which fees and expenses due to the Backup Servicer under the Backup ServicerLetter accrue (if calculated on the basis of the outstanding amount ofReceivables) plus (f) the rate, if any, at which fees due to theAdministrative Agent under the Administrative Agent Fee Letter accrue (ifcalculated on the basis of the outstanding amount of Receivables) plus (g) therate at which fees due to the Collateral Agent under the Collateral Agent FeeLetter accrue (if calculated on the basis of the outstanding amount ofReceivables).

 

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“Transaction Documents” means the ReceivablesFinancing Agreement, the Notes, the Fee Letter, the Sale and ServicingAgreement, each Lockbox Agreement, each Interest Rate Cap and the otherdocuments to be executed and delivered in connection with this Agreement.

 

“Transferred Dealer Transaction Right” meanseach Dealer Transaction Right related to a Transferred Receivable.

 

“Transferred Receivable” means each Receivablewhich appears on any Schedule of Receivables at any time hereaftersubmitted to the Borrower pursuant to the Sale and Servicing Agreement relatingto a Dealer Transaction Right purchased by the Borrower or a contribution tothe capital of the Borrower.  Once aReceivable appears on any such Schedule of Receivables it shall remain aTransferred Receivable; provided, however, that any TransferredReceivable shall not be a “Transferred Receivable” after suchTransferred Receivable or the related Dealer Transaction Right is released fromthe Lien granted to the Collateral Agent for the benefit of the Secured Partiespursuant hereto.

 

“Transfer Request” has the meaning set forth inSection 13.4 of the Receivables Financing Agreement.

 

“UCC” means the Uniform Commercial Code as fromtime to time in effect in the applicable jurisdiction or jurisdictions.

 

“United States” means the United States ofAmerica.

 

“Unmatured Facility Termination Event” meansany event that, if it continues uncured, will, with lapse of time or notice orlapse of time and notice, constitute a Facility Termination Event.

 

“Unmatured Servicer Default” means any eventthat, if it continues uncured, will, with lapse of time or notice or lapse oftime and notice, constitute a Servicer Default.

 

“Vice President” of any Person means any vicepresident of such Person, whether or not designated by a number or words beforeor after the title “Vice President,” who is a duly elected officer of suchPerson.

 

“VLAP Program” means the program of CAR (or aPredecessor in Interest) for purchasing Receivables which has been designatedas the “Victory Lane Approval Program” or “VLAP Program”, as more particularlydescribed in the Credit and Collection Policy.

 

“WFB” means Wells Fargo Bank, NationalAssociation, a national banking association.

 

“written” or “inwriting” (and other variations thereof) means any form of writtencommunication or a communication by means of telex, telecopier device,telegraph or cable.

 

“Yield” means, with respect to any period, thedaily interest accrued on Advances outstanding during such period as providedfor in Article III of the Receivables Financing Agreement.

 

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