GENERAL COVENANTS AND POWER OF ATTORNEY. 55 7.1 Affirmative Covenants of the Seller 55 7.2 Reporting Requirements of the Seller 56 7.3 Negative Covenants of the Seller 57 7.4 Covenants of the Trust 58 ARTICLE 8 PERFORMANCE GUARANTEE 59 8.1 Performance Guarantee 59 8.2 Guarantee Unconditional 59 8.3 Recourse against Servicer 60 8.4 Authorization by the Performance Guarantor 60 8.5 No Subrogation 61 8.6 Stay of Acceleration 61 8.7 Representations and Warranties 61 8.8 Payments 63 ARTICLE 9 INDEMNIFICATION 63 9.1 Indemnification by the Seller 63 9.2 Notification of Potential Liability 65 9.3 Litigation 65 9.4 Tax Indemnity 66 9.5 Tax Credit 66 ARTICLE 10 MISCELLANEOUS 67 10.1 Liability of the Trust and the Securitization Agent 67 10.2 Delegation in Favour of Securitization Agent 67 10.3 Change in Circumstances 67 10.4 Amendments, Waivers, Etc. 69 10.5 Notices, Etc. 69 10.6 No Waiver; Remedies 69 10.7 Binding Effect; Assignability 70 10.8 Costs and Expenses 70 10.9 Confidentiality 70 10.10 Effect of Agreement 70 10.11 Agreement Non-Exclusive 71 10.12 No Set-off 71 10.13 Termination 71 10.14 Discharge of Certain Registrations in the Province of Quebec 71 10.15 Execution in Counterparts 71 10.16 Amendment and Restatement 71 Schedule "A" Form of Purchase Request Schedule "B" Location of Records Schedule "C" Form of Servicer Report Schedule "D" Form of Portfolio Certificate Schedule "E" Deposit Accounts Schedule "F" Form of Increase Request Schedule "G" Form of Quebec Assignment Schedule "H" Net Receivables Pool Balance Calculation FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT MEMORANDUM OF AGREEMENT dated as of September 30, 2020. B E T W E E N: AUTOMOTIVE FINANCE CANADA INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter referred to as the "Seller" and the initial "Servicer"), KAR AUCTION SERVICES, INC., a corporation incorporated under the laws of Delaware, (hereinafter referred to as the "Performance Guarantor" or "KAR"), BNY TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and licensed to carry on business as a trustee in each of the provinces of Canada, in its capacity as trustee of Precision Trust, a trust established pursuant to the laws of the Province of Ontario, (hereinafter referred to as the "Trust"),
GENERAL COVENANTS AND POWER OF ATTORNEY. 46 7.1 Affirmative Covenants of the Seller 46 7.2 Reporting Requirements of the Seller 48 7.3 Negative Covenants of the Seller 49 7.4 Covenants of the Trust 50 ARTICLE 8 PERFORMANCE GUARANTEE 50 8.1 Performance Guarantee 50 8.2 Guarantee Unconditional 51 8.3 Recourse against Servicer 52 8.4 Authorization by the Performance Guarantor 52 8.5 No Subrogation 52 8.6 Stay of Acceleration 52 8.7 Representations and Warranties 52 8.8 Payments 54 ARTICLE 9 INDEMNIFICATION 54 9.1 Indemnification by the Seller 54 9.2 Notification of Potential Liability 56 9.3 Litigation 56 9.4 Tax Indemnity 57 9.5 Tax Credit 57 ARTICLE 10 MISCELLANEOUS 58 10.1 Liability of the Trust and the Securitization Agent 58 10.2 Delegation in Favour of Securitization Agent 58 10.3 Change in Circumstances 59
GENERAL COVENANTS AND POWER OF ATTORNEY. 8.1 Affirmative Covenants of the Lessor................................................ 73 8.2 Reporting Requirements of the Lessor............................................... 76 8.3 Negative Covenants of the Lessor................................................... 78 8.4 Power of Attorney; Further Assurances.............................................. 79
GENERAL COVENANTS AND POWER OF ATTORNEY. 8.1 Affirmative Covenants of the Lessor ----------------------------------- From the date hereof until the Final Termination Date, the Lessor covenants and agrees that it will, unless the Concurrent Lessee, with the approval of the Rating Agency and the Credit Enhancer, shall otherwise consent in writing:
GENERAL COVENANTS AND POWER OF ATTORNEY. WSLegal\047083\00034\12027575v8 I\5470303.2
GENERAL COVENANTS AND POWER OF ATTORNEY
