TRANSACTION WITH ANY AFFILIATE OF THE BORROWER, EXCEPT FOR
(A) THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND (B) TO THE
EXTENT NOT OTHERWISE PROHIBITED UNDER THIS AGREEMENT, OTHER TRANSACTIONS UPON
FAIR AND REASONABLE TERMS MATERIALLY NO LESS FAVORABLE TO THE BORROWER THAN
WOULD BE OBTAINED IN A COMPARABLE ARM'S-LENGTH TRANSACTION WITH A PERSON NOT AN
AFFILIATE.
DOCUMENTS.
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN (INCLUDING, WITHOUT
LIMITATION, IN SECTION 11.6 REGARDING INTEREST RATE CAPS), IT SHALL NOT CANCEL
OR TERMINATE ANY OF THE TRANSACTION DOCUMENTS TO WHICH IT IS PARTY (IN ANY
CAPACITY), OR CONSENT TO OR ACCEPT ANY CANCELLATION OR TERMINATION OF ANY OF
SUCH AGREEMENTS, OR AMEND OR OTHERWISE MODIFY ANY TERM OR CONDITION OF ANY OF
THE TRANSACTION DOCUMENTS TO WHICH IT IS PARTY (IN ANY CAPACITY) OR GIVE ANY
CONSENT, WAIVER OR APPROVAL UNDER ANY SUCH AGREEMENT, OR WAIVE ANY DEFAULT UNDER
OR BREACH OF ANY OF THE TRANSACTION DOCUMENTS TO WHICH IT IS PARTY (IN ANY
CAPACITY) OR TAKE ANY OTHER ACTION UNDER ANY SUCH AGREEMENT NOT REQUIRED BY THE
TERMS THEREOF, UNLESS (IN EACH CASE) THE REQUIRED LENDERS SHALL HAVE CONSENTED
THERETO (WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD TO THE EXTENT SET
FORTH IN SUCH TRANSACTION DOCUMENT).
PRESERVATION OF EXISTENCE.
IT 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.
ACCOUNTING TREATMENT.
THE BORROWER SHALL NOT PREPARE ANY FINANCIAL STATEMENTS
OR OTHER STATEMENTS (INCLUDING ANY TAX FILINGS WHICH ARE NOT CONSOLIDATED WITH
THOSE OF CAR) WHICH SHALL ACCOUNT FOR THE TRANSACTIONS CONTEMPLATED BY THE SALE
AND SERVICING AGREEMENT IN ANY MANNER OTHER THAN AS THE SALE OF, OR A CAPITAL
CONTRIBUTION OF, THE
36
TRANSFERRED RECEIVABLES AND TRANSFERRED DEALER TRANSACTION RIGHTS AND THE
RELATED ASSETS BY THE SELLER TO THE BORROWER.
FOR AVOIDANCE OF DOUBT, CAR MAY
CONSOLIDATE THE BORROWER AND/OR ITS PROPERTIES AND OTHER ASSETS FOR ACCOUNTING
PURPOSES.
LIMITATION ON INVESTMENTS.
THE BORROWER SHALL NOT FORM, OR CAUSE TO BE FORMED,
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 OF PROPERTY,
CONTRIBUTIONS TO CAPITAL, PURCHASE OF STOCK OR SECURITIES OR EVIDENCES OF
INDEBTEDNESS, ACQUISITION OF THE BUSINESS OR ASSETS, OR OTHERWISE) IN, ANY
AFFILIATE OR ANY OTHER PERSON EXCEPT AS OTHERWISE PERMITTED HEREIN AND PURSUANT
TO THE OTHER TRANSACTION DOCUMENTS.
DISTRIBUTIONS.
THE BORROWER SHALL NOT DECLARE OR MAKE (A) PAYMENT OF ANY
DISTRIBUTION ON OR IN RESPECT OF ANY SHARES OF ITS CAPITAL STOCK, OR (B) ANY