DATES SET FORTH IN THE LETTER AGREEMENT AMONG THE
ADMINISTRATIVE AGENT, THE BORROWER AND CAR, DATED AS OF THE DATE HEREOF (AS THE
SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, THE "FEE LETTER").
FEES ACCRUED ON EACH ADVANCE SHALL BE PAYABLE, WITHOUT DUPLICATION, ON THE DATE
OF ANY PAYMENT OR PREPAYMENT, IN WHOLE OR IN PART, OF PRINCIPAL OUTSTANDING ON
SUCH ADVANCE.
COMPUTATION OF YIELD AND FEES.
ALL YIELD AND FEES SHALL BE COMPUTED ON THE
BASIS OF THE ACTUAL NUMBER OF DAYS (INCLUDING THE FIRST DAY BUT EXCLUDING THE
LAST DAY) OCCURRING DURING THE PERIOD FOR WHICH SUCH YIELD OR FEE IS PAYABLE
OVER A YEAR COMPRISED OF 360 DAYS (OR, IN THE CASE OF YIELD ON AN ADVANCE
BEARING YIELD ON THE BASIS OF THE ALTERNATE BASE RATE, 365 DAYS OR, IF
APPROPRIATE, 366 DAYS).
THE AGENT FOR EACH LENDER GROUP SHALL NOTIFY THE
ADMINISTRATIVE AGENT, THE BORROWER AND THE SERVICER OF THE YIELD AND FEES
ACCRUED ONE BUSINESS DAY PRIOR TO EACH DISTRIBUTION DATE AND FROM TIME TO TIME
UPON REQUEST OF THE ADMINISTRATIVE AGENT, THE BORROWER OR SERVICER.
GUARANTY
GUARANTY OF PAYMENT.
THE GUARANTOR HEREBY GUARANTEES TO THE ADMINISTRATIVE
AGENT (ON BEHALF OF ITSELF, THE COLLATERAL AGENT, THE AGENTS AND THE LENDERS)
THE PAYMENT OF ALL PAYMENT AND PERFORMANCE OBLIGATIONS OF THE SERVICER (SO LONG
AS THE SERVICER IS CAR, CAR SERVICING OR AN AFFILIATE THEREOF) TO THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH AGENT, AND EACH OF THE LENDERS
UNDER THE SALE AND SERVICING AGREEMENT OR THIS AGREEMENT, WHETHER DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, SECURED OR UNSECURED,
NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED (COLLECTIVELY, THE "GUARANTEED
OBLIGATIONS").
THE GUARANTY PROVIDED HEREUNDER IS AN ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE GUARANTY OF THE FULL AND PUNCTUAL PAYMENT AND PERFORMANCE OF THE
GUARANTEED OBLIGATIONS (AND NOT OF THEIR COLLECTIBILITY ONLY) AND IS IN NO WAY
CONDITIONED UPON ANY REQUIREMENT THAT THE ADMINISTRATIVE AGENT, ANY AGENT OR ANY
LENDER FIRST ATTEMPT TO COLLECT OR ENFORCE ANY OF THE GUARANTEED OBLIGATIONS
FROM OR AGAINST THE SERVICER OR RESORT TO ANY SECURITY OR OTHER MEANS OF
OBTAINING THEIR PAYMENT OR
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PERFORMANCE.
SHOULD THE SERVICER DEFAULT IN THE PAYMENT OR PERFORMANCE OF ANY
OF THE GUARANTEED OBLIGATIONS, THE OBLIGATIONS OF THE GUARANTOR HEREUNDER WITH
RESPECT TO SUCH DEFAULT SHALL BECOME IMMEDIATELY DUE AND PAYABLE, WITHOUT DEMAND
OR NOTICE BY THE ADMINISTRATIVE AGENT.
PAYMENTS BY THE GUARANTOR HEREUNDER MAY
BE REQUIRED BY THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF, THE COLLATERAL
AGENT, THE AGENTS AND THE LENDERS), ACTING AT THE DIRECTION OF THE REQUIRED
LENDERS, ON ANY NUMBER OF OCCASIONS.
AGREEMENT TO PAY EXPENSES.
THE GUARANTOR AGREES, AS THE PRINCIPAL OBLIGOR AND
NOT AS A GUARANTOR ONLY, TO PAY TO THE ADMINISTRATIVE AGENT, ON DEMAND, ALL
REASONABLE COSTS AND EXPENSES (INCLUDING COURT COSTS AND REASONABLE LEGAL
EXPENSES) INCURRED OR EXPENDED BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH
ENFORCEMENT OF THE OBLIGATIONS OF THE GUARANTOR UNDER THIS ARTICLE IV TOGETHER
WITH INTEREST ACCRUED THEREON FROM