DETAILS OF SUCH
FACILITY TERMINATION EVENT OR UNMATURED FACILITY TERMINATION EVENT AND THE
ACTION WHICH THE BORROWER HAS TAKEN, IS TAKING AND PROPOSES TO TAKE WITH RESPECT
THERETO;
PROMPTLY, FROM TIME TO TIME, SUCH OTHER INFORMATION, DOCUMENTS, RECORDS OR
REPORTS RESPECTING THE TRANSFERRED RECEIVABLES, TRANSFERRED DEALER TRANSACTION
RIGHTS, THE OTHER CONVEYED PROPERTY RELATED THERETO OR THE FINANCED VEHICLES
RELATED THERETO, THE OTHER BORROWER COLLATERAL OR THE RESULTS OF OPERATIONS OR
FINANCIAL CONDITION, OF THE BORROWER OR THE SELLER AS ANY AGENT MAY, FROM TIME
TO TIME, REASONABLY REQUEST; AND
NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO FINANCIAL STATEMENTS AND
MATERIALS AND REPORTING REQUIREMENTS PURSUANT TO THIS SECTION BY CCRT, THE
TIMELY FILING OF SUCH MATERIALS WITH THE SECURITIES EXCHANGE COMMISSION'S EDGAR
SYSTEM SHALL CONSTITUTE DELIVERY THEREOF PURSUANT TO THIS SECTION 11.4.
SEPARATE EXISTENCE.
THE BORROWER SHALL CONDUCT ITS BUSINESS SOLELY IN ITS OWN NAME THROUGH ITS DULY
AUTHORIZED OFFICERS OR AGENTS SO AS NOT TO MISLEAD OTHERS AS TO THE IDENTITY OF
THE ENTITY WITH WHICH SUCH PERSONS ARE CONCERNED, AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO AVOID THE APPEARANCE THAT IT IS CONDUCTING BUSINESS ON
BEHALF OF ANY AFFILIATE THEREOF OR THAT THE ASSETS OF THE BORROWER ARE AVAILABLE
TO PAY THE CREDITORS OF CCRT, CAR OR ANY AFFILIATE THEREOF (OTHER THAN AS
EXPRESSLY PROVIDED HEREIN).
IT SHALL MAINTAIN CORPORATE RECORDS AND BOOKS OF ACCOUNT SEPARATE FROM THOSE OF
CCRT, CAR AND ANY OTHER AFFILIATE THEREOF.
IT SHALL OBTAIN PROPER AUTHORIZATION FOR ALL CORPORATE ACTION REQUIRING SUCH
AUTHORIZATION.
OTHER THAN ORGANIZATIONAL EXPENSES AND AS EXPRESSLY PROVIDED HEREIN OR IN THE
OTHER TRANSACTION DOCUMENTS, IT SHALL PAY ITS OWN OPERATING EXPENSES AND
LIABILITIES FROM ITS OWN FUNDS.
33
IT WILL INSURE THAT THE ANNUAL FINANCIAL STATEMENTS OF CCRT AND THE FINANCIAL
STATEMENTS OF CAR SHALL DISCLOSE THE EFFECTS OF THE TRANSACTIONS CONTEMPLATED
HEREBY IN ACCORDANCE WITH GAAP.
THE RESOLUTIONS, AGREEMENTS AND OTHER INSTRUMENTS OF THE BORROWER UNDERLYING THE
TRANSACTIONS DESCRIBED IN THE TRANSACTION DOCUMENTS SHALL BE CONTINUOUSLY
MAINTAINED BY THE BORROWER AS OFFICIAL RECORDS OF THE BORROWER.
IT SHALL MAINTAIN AN ARM'S-LENGTH RELATIONSHIP WITH CCRT AND CAR AND ITS OTHER
AFFILIATES, AND SHALL NOT HOLD ITSELF OUT AS BEING LIABLE FOR THE DEBTS OF CCRT
AND CAR OR ANY OF THEIR RESPECTIVE AFFILIATES.
IT SHALL KEEP ITS ASSETS AND LIABILITIES SEPARATE FROM THOSE OF ALL OTHER
ENTITIES OTHER THAN AS PERMITTED BY THE TRANSACTION DOCUMENTS.
THE BOOKS AND RECORDS OF THE BORROWER SHALL BE MAINTAINED AT THE ADDRESS
DESIGNATED HEREIN FOR RECEIPT OF NOTICES, UNLESS THE BORROWER SHALL OTHERWISE
ADVISE THE PARTIES HERETO IN WRITING.
IT SHALL NOT MAINTAIN BANK ACCOUNTS OR OTHER DEPOSITORY ACCOUNTS TO WHICH ANY
AFFILIATE IS AN ACCOUNT PARTY, INTO WHICH ANY AFFILIATE MAKES DEPOSITS OR FROM
WHICH ANY AFFILIATE HAS THE POWER TO MAKE WITHDRAWALS, EXCEPT AS OTHERWISE
PERMITTED BY THE TRANSACTION DOCUMENTS.
IT SHALL INSURE THAT ANY CONSOLIDATED FINANCIAL STATEMENTS OF CCRT AND THE
FINANCIAL STATEMENTS OF CAR HAVE NOTES TO THE EFFECT THAT THE BORROWER IS A
SEPARATE ENTITY WHOSE CREDITORS HAVE A