TO THE ADMINISTRATIVE
AGENT AN OFFICER'S CERTIFICATE AND AN OPINION OF COUNSEL EACH STATING THAT SUCH
CONSOLIDATION, MERGER OR SUCCESSION AND SUCH AGREEMENT OF ASSUMPTION COMPLY WITH
THIS SECTION 12.2.
The parties to this Agreement acknowledge that this Section 12.2 shall only
apply to the Servicer so long as CAR, CAR Servicing or an Affiliate of CAR is
the Servicer.
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COVENANTS OF SERVICER.
PRESERVATION OF EXISTENCE.
THE SERVICER SHALL OBSERVE ALL PROCEDURES REQUIRED
BY ITS ORGANIZATIONAL DOCUMENTS AND PRESERVE AND MAINTAIN ITS EXISTENCE, RIGHTS,
FRANCHISES AND PRIVILEGES IN THE JURISDICTION OF ITS FORMATION AND QUALIFY AND
REMAIN QUALIFIED IN GOOD STANDING IN EACH JURISDICTION WHERE THE FAILURE TO
PRESERVE AND MAINTAIN SUCH EXISTENCE, RIGHTS, FRANCHISES, PRIVILEGES AND
QUALIFICATIONS WOULD MATERIALLY ADVERSELY AFFECT (1) THE INTERESTS HEREUNDER OF
THE REQUIRED LENDERS OR ANY SECURED PARTY, (2) THE COLLECTIBILITY OF ANY
TRANSFERRED RECEIVABLES OR TRANSFERRED DEALER TRANSACTION RIGHT OR (3) ITS
ABILITY TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OF THE OTHER
TRANSACTION DOCUMENTS.
KEEPING OF RECORDS AND BOOKS OF ACCOUNT.
THE SERVICER SHALL MAINTAIN AND
IMPLEMENT ADMINISTRATIVE AND OPERATING PROCEDURES (INCLUDING, WITHOUT
LIMITATION, AN ABILITY TO RECREATE RECORDS EVIDENCING THE TRANSFERRED
RECEIVABLES IN THE EVENT OF THE DESTRUCTION OF THE ORIGINALS THEREOF) AND KEEP
AND MAINTAIN, ALL DOCUMENTS, BOOKS, RECORDS AND OTHER INFORMATION REASONABLY
NECESSARY OR ADVISABLE FOR THE COLLECTION OF ALL TRANSFERRED RECEIVABLES AND
TRANSFERRED DEALER TRANSACTION RIGHTS (INCLUDING, WITHOUT LIMITATION, RECORDS
ADEQUATE TO PERMIT THE DAILY IDENTIFICATION OF ALL COLLECTIONS OF AND
ADJUSTMENTS TO EACH TRANSFERRED RECEIVABLES OR TRANSFERRED DEALER TRANSACTION
RIGHT).
MAINTAIN RECORDS OF RECEIVABLES COLLATERAL.
THE SERVICER SHALL, AT ITS OWN COST
AND EXPENSE, MAINTAIN SATISFACTORY AND COMPLETE RECORDS OF THE RECEIVABLES
COLLATERAL, INCLUDING A RECORD OF ALL PAYMENTS RECEIVED AND ALL CREDITS GRANTED
WITH RESPECT TO THE RECEIVABLES COLLATERAL AND ALL OTHER DEALINGS WITH THE
RECEIVABLES COLLATERAL.
THE SERVICER SHALL MAINTAIN ITS COMPUTER SYSTEMS SO
THAT, FROM AND AFTER THE TIME OF SALE UNDER THE SALE AND SERVICING AGREEMENT OF
THE DEALER TRANSACTION RIGHTS TO THE BORROWER, THE SERVICER'S MASTER COMPUTER
RECORDS (INCLUDING ANY BACK-UP ARCHIVES) THAT REFER TO A TRANSFERRED DEALER
TRANSACTION RIGHT AND THE RELATED RECEIVABLE SHALL INDICATE THE INTEREST OF THE
BORROWER AND THE COLLATERAL AGENT IN SUCH TRANSFERRED DEALER TRANSACTION RIGHT
AND THAT SUCH TRANSFERRED DEALER TRANSACTION RIGHT AND THE RIGHT TO RECEIVE ALL
MONIES IN RESPECT OF THE RELATED RECEIVABLE ARE OWNED BY THE BORROWER AND HAVE
BEEN PLEDGED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES
PURSUANT TO THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, UNTIL THE SERVICER
SHALL HAVE IN EFFECT A NEW COMPUTER SYSTEM FOR MAINTAINING RECORDS FROM THAT IN
EFFECT ON THE INITIAL CLOSING DATE, THE COVENANT SET FORTH IN THIS CLAUSE
(C) REGARDING NOTING THE INTEREST OF, AND THE PLEDGE TO, THE BORROWER AND THE
COLLATERAL AGENT RELATING TO SUCH TRANSFERRED DEALER TRANSACTION RIGHTS AND
RIGHT TO RECEIVE MONIES THEREFOR SHALL NOT APPLY.
NOTICE OF MATERIAL ADVERSE CLAIM.
THE SERVICER SHALL ADVISE THE ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT PROMPTLY, IN REASONABLE