CCRT » Topics » Board of Governors of the Federal Reserve System) and none of the proceeds of the Advances will be used, directly or indirectly, for a purpose that violates Regulation T, Regulation U, Regulation X or any other regulation promulgated by the Board of Gover

This excerpt taken from the CCRT 10-Q filed Aug 3, 2005.
Board of Governors of the Federal Reserve System) and none of the proceeds of the Advances will be used, directly or indirectly, for a 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.

 

 

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