PURPOSE THAT VIOLATES
REGULATION T, REGULATION U, REGULATION X OR ANY OTHER REGULATION PROMULGATED BY
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM FROM TIME TO TIME.
SEPARATE EXISTENCE.
THE BORROWER IS OPERATED AS AN ENTITY WITH ASSETS AND
LIABILITIES DISTINCT FROM THOSE OF CCRT, CAR, THE SELLER AND ANY OTHER
AFFILIATES OF THE BORROWER, THE SELLER, CCRT OR CAR, AND THE BORROWER HEREBY
ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT, EACH OF THE AGENTS AND EACH OF THE
LENDERS ARE ENTERING INTO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN
RELIANCE UPON THE BORROWER'S IDENTITY AS A SEPARATE LEGAL ENTITY FROM CCRT, CAR,
THE SELLER AND EACH SUCH AFFILIATE.
SINCE ITS FORMATION, THE BORROWER HAS BEEN
(AND WILL BE) OPERATED IN SUCH A MANNER AS TO COMPLY WITH THE COVENANTS SET
FORTH IN SECTION 11.5.
INVESTMENTS.
THE BORROWER DOES NOT OWN OR HOLD, DIRECTLY OR INDIRECTLY, ANY
CAPITAL STOCK OR EQUITY SECURITY OF, OR ANY EQUITY INTEREST IN, ANY PERSON,
OTHER THAN, IN THE CASE OF THE BORROWER, THE PERMITTED INVESTMENTS IN THE
BORROWER ACCOUNTS.
REPRESENTATION AND WARRANTIES TRUE AND COMPLETE.
EACH OF THE REPRESENTATIONS
AND WARRANTIES OF SUCH PERSON CONTAINED IN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS IS TRUE AND COMPLETE IN ALL MATERIAL RESPECTS AND SUCH
PERSON HEREBY MAKES EACH SUCH REPRESENTATION AND WARRANTY TO, AND FOR THE
BENEFIT OF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES AS IF THE
SAME WERE SET FORTH IN FULL HEREIN.
TRANSACTION DOCUMENTS.
THE SALE AND SERVICING AGREEMENT IS THE ONLY AGREEMENT
PURSUANT TO WHICH THE BORROWER PURCHASES AND RECEIVES CONTRIBUTIONS OF
TRANSFERRED DEALER TRANSACTION RIGHTS AND TRANSFERRED RECEIVABLES, AND THE
TRANSACTION DOCUMENTS DELIVERED TO THE ADMINISTRATIVE AGENT REPRESENT ALL
MATERIAL AGREEMENTS BETWEEN THE SELLER, ON THE ONE HAND, AND THE BORROWER, ON
THE OTHER.
IT HAS FURNISHED TO THE ADMINISTRATIVE AGENT AND EACH AGENT TRUE,
CORRECT AND COMPLETE COPIES OF EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY,
EACH OF WHICH IS IN FULL FORCE AND EFFECT.
NEITHER THE BORROWER, THE SELLER NOR
ANY AFFILIATE PARTY THERETO IS IN DEFAULT OF ANY OF ITS OBLIGATIONS THEREUNDER
IN ANY MATERIAL RESPECT.
ALL SUCH ASSETS ARE TRANSFERRED TO THE BORROWER
WITHOUT RECOURSE TO THE SELLER EXCEPT AS DESCRIBED IN THE SALE AND SERVICING
AGREEMENT.
THE PURCHASES OF SUCH ASSETS BY THE BORROWER CONSTITUTE VALID AND
TRUE SALES FOR CONSIDERATION (AND NOT MERELY A PLEDGE OF SUCH ASSETS FOR
SECURITY PURPOSES) AND THE CONTRIBUTIONS OF SUCH ASSETS RECEIVED BY THE BORROWER
CONSTITUTE VALID AND TRUE TRANSFERS FOR CONSIDERATION, EACH ENFORCEABLE AGAINST
CREDITORS OF THE SELLER, AND NO SUCH ASSETS SHALL CONSTITUTE PROPERTY OF THE
SELLER.
OWNERSHIP OF THE BORROWER.
ONE HUNDRED PERCENT (100%) OF THE OUTSTANDING
CAPITAL STOCK OF THE BORROWER IS AND WILL BE DIRECTLY 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
OTHER EQUITY RIGHTS IN THE BORROWER.
BORROWER COVENANTS
From the date hereof until the first