ALL OBLIGATIONS HAVE
BEEN FINALLY AND FULLY PAID AND PERFORMED.
THE RIGHTS AND REMEDIES WITH RESPECT
TO ANY BREACH OF ANY REPRESENTATION AND WARRANTY MADE BY THE BORROWER PURSUANT
TO ARTICLE X AND THE INDEMNIFICATION AND PAYMENT PROVISIONS OF ARTICLE VI,
SECTION 12.1 AND ARTICLE XVII AND THE PROVISIONS OF SECTION 18.10, SECTION 18.11
AND SECTION 18.12 SHALL BE CONTINUING AND SHALL SURVIVE ANY TERMINATION OF THIS
AGREEMENT AND ANY TERMINATION OF CAR'S RIGHTS TO ACT AS SERVICER HEREUNDER OR
UNDER ANY OTHER TRANSACTION DOCUMENT.
CAPTIONS AND CROSS REFERENCES.
THE VARIOUS CAPTIONS (INCLUDING, WITHOUT
LIMITATION, THE TABLE OF CONTENTS) IN THIS AGREEMENT ARE PROVIDED SOLELY FOR
CONVENIENCE OF REFERENCE AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF
ANY PROVISION OF THIS AGREEMENT.
UNLESS OTHERWISE INDICATED, REFERENCES IN THIS
AGREEMENT TO ANY SECTION, SCHEDULE OR EXHIBIT ARE TO SUCH SECTION OF OR
SCHEDULE OR EXHIBIT TO THIS AGREEMENT, AS THE CASE MAY BE, AND REFERENCES IN ANY
SECTION, SUBSECTION, OR CLAUSE TO ANY SUBSECTION, CLAUSE OR SUBCLAUSE ARE TO
SUCH SUBSECTION, CLAUSE OR SUBCLAUSE OF SUCH SECTION, SUBSECTION OR CLAUSE.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED OR
UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE
TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE VALIDITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
GOVERNING LAW.
THIS AGREEMENT AND THE NOTES SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
OTHERWISE APPLICABLE CONFLICT OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL BUT 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 BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE
SELLER, THE BORROWER, THE SERVICER, THE CUSTODIAN, THE BACKUP SERVICER, THE
GUARANTOR, ADMINISTRATIVE/COLLATERAL AGENT, THE AGENTS, THE INVESTORS OR ANY
OTHER AFFECTED PERSON.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER
PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ITS ENTERING INTO THIS AGREEMENT AND
EACH SUCH OTHER TRANSACTION DOCUMENT.
NO PROCEEDINGS.
EACH OF THE BORROWER, THE SELLER, CAR, THE GUARANTOR, CCRT, THE CUSTODIAN, THE
SERVICER, THE BACKUP SERVICER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT,
EACH AGENT AND EACH INVESTOR HEREBY AGREES THAT IT WILL NOT INSTITUTE AGAINST
ANY LENDER WHICH IS A STRUCTURED LENDER, OR JOIN ANY