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 FINANCED VEHICLE TO THE PERSON
AGAINST WHOM RECOURSE EXISTS AT