IN STRICT CONFIDENCE AND WILL NOT DISCLOSE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BACK-UP SERVICER ANY OR ALL OF SUCH INFORMATION PRACTICES, BOOKS,
CORRESPONDENCE AND RECORDS FURNISHED TO IT AND (B) IT WILL NOT, AND IT WILL USE
ITS BEST EFFORTS (IN THE CASE OF THE INSURER, CONSISTENT WITH SECTION 2.02 OF
THE INSURANCE AGREEMENT) TO ENSURE THAT ITS AGENTS AND REPRESENTATIVES WILL NOT,
MAKE ANY USE WHATSOEVER (OTHER THAN FOR PURPOSES CONTEMPLATED BY THIS AGREEMENT)
OF ANY OF SUCH INFORMATION PRACTICES, COMPUTER TAPES BOOKS, CORRESPONDENCE AND
RECORDS WITHOUT THE PRIOR WRITTEN CONSENT OF THE BACK-UP SERVICER, UNLESS SUCH
INFORMATION (I) IS GENERALLY AVAILABLE TO THE PUBLIC, (II) IS REQUIRED BY LAW,
REGULATION, OR COURT ORDER TO BE DISCLOSED OR IS REQUESTED BY ANY GOVERNMENTAL
AUTHORITY HAVING AUTHORITY OVER THE SERVICER AND THE INSURER, OR IS NECESSARY TO
PRESERVE ANY OF SUCH PERSONS' RIGHTS UNDER OR TO ENFORCE ANY PROVISION OF THE
INDENTURE, OR (III) IS REQUIRED BY THE RATING AGENCIES IN CONNECTION WITH THEIR
RATING OF THE RELATED NOTES OR THE IMPLIED RATING OF THE FACILITY.
2.21.
ENFORCEMENT.
(A)
THE SERVICER WILL, CONSISTENT WITH THE
STANDARD OF CARE REQUIRED BY SECTION 2.18 HEREOF, ACT WITH RESPECT TO THE
CONTRACTS AND THE INSURANCE POLICIES IN SUCH MANNER AS WILL, IN THE REASONABLE
JUDGMENT OF THE SERVICER, MAXIMIZE THE AMOUNT TO BE RECEIVED BY THE INDENTURE
TRUSTEE WITH RESPECT THERETO.
(B)
THE SERVICER SHALL TO THE EXTENT CONSISTENT
WITH THE SERVICING STANDARDS SET FORTH IN SECTION 2.18, INCLUDING THE COLLECTION
POLICY, OR AT THE WRITTEN DIRECTION OF THE INSURER, SUE TO ENFORCE OR COLLECT
UPON THE CONTRACTS AND THE INSURANCE POLICIES (INCLUDING UNPAID CLAIMS), IN ITS
OWN NAME, IF POSSIBLE, OR AS AGENT FOR THE ISSUER OR THE INDENTURE TRUSTEE. IF
THE SERVICER COMMENCES A LEGAL PROCEEDING TO ENFORCE A CONTRACT OR AN INSURANCE
POLICY, THE ACT OF COMMENCEMENT SHALL BE DEEMED TO BE AN AUTOMATIC ASSIGNMENT OF
THE CONTRACT AND THE RELATED RIGHTS UNDER THE INSURANCE POLICIES BY THE ISSUER
TO THE SERVICER FOR PURPOSES OF COLLECTION ONLY. IF, HOWEVER, IN ANY ENFORCEMENT
SUIT OR LEGAL PROCEEDING IT IS HELD THAT THE SERVICER MAY NOT ENFORCE A CONTRACT
OR AN INSURANCE POLICY ON THE GROUNDS THAT IT IS NOT A REAL PARTY IN INTEREST OR
A HOLDER ENTITLED TO ENFORCE THE CONTRACT OR THE INSURANCE POLICY, THE ISSUER
SHALL, AT THE SERVICER'S REQUEST, ASSIGN THE CONTRACT OR THE INSURANCE POLICY TO
THE SERVICER TO THE LIMITED EXTENT
18
NECESSARY TO ENFORCE THE CONTRACT OR THE INSURANCE POLICY, OR TAKE SUCH STEPS AS
THE ISSUER DEEMS NECESSARY TO ENFORCE THE CONTRACT OR THE INSURANCE POLICY,
INCLUDING BRINGING SUIT IN ITS NAME.
(C)
THE SERVICER SHALL EXERCISE ANY RIGHTS OF
RECOURSE AGAINST THIRD PERSONS THAT EXIST WITH RESPECT TO ANY CONTRACT IN
ACCORDANCE WITH THE STANDARD OF CARE REQUIRED BY SECTION 2.18 HEREOF.
IN
EXERCISING SUCH RECOURSE RIGHTS, THE SERVICER IS HEREBY AUTHORIZED ON THE
ISSUER'S BEHALF TO REASSIGN THE CONTRACT AND TO DELIVER THE CERTIFICATE OF TITLE
TO THE