THE PERSON EXERCISING SUCH RIGHT UNLESS AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND THEN BE CONTINUING IN WHICH CASE SUCH EXPENSES SHALL BE BORNE BY
THE ISSUER.
(B)
THE ISSUER ALSO AGREES (I) TO MAKE AVAILABLE ON A REASONABLE BASIS
UPON REASONABLE REQUEST TO THE INDENTURE TRUSTEE, ADMINISTRATIVE AGENT, ANY
SERIES ENHANCER (IF APPLICABLE) OR ANY PROSPECTIVE OWNER A SERVICING OFFICER FOR
THE PURPOSE OF ANSWERING REASONABLE QUESTIONS RESPECTING RECENT DEVELOPMENTS
AFFECTING THE ISSUER AND (II) TO INSTRUCT THE SERVICER TO ALLOW THE INDENTURE
TRUSTEE, ADMINISTRATIVE AGENT, ANY SERIES ENHANCER (IF APPLICABLE) OR ANY
PROSPECTIVE OWNER TO INSPECT THE SERVICER'S FACILITIES UPON REASONABLE REQUEST
DURING NORMAL BUSINESS HOURS.
SECTION 1305.
LIMITATION OF RIGHTS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
INDENTURE, THIS INDENTURE SHALL BE BINDING UPON THE ISSUER, THE NOTEHOLDERS AND
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND SHALL NOT INURE TO THE
BENEFIT OF ANY PERSON OTHER THAN THE PARTIES HERETO, THE NOTEHOLDERS AND THE
SERVICER AS PROVIDED HEREIN.
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE PARTIES
HERETO, THE SELLER AND THE SERVICER ACKNOWLEDGE THAT ANY SERIES ENHANCER (IF
APPLICABLE) FOR A SERIES OF NOTES IS AN EXPRESS THIRD PARTY BENEFICIARY HEREOF
ENTITLED TO ENFORCE ITS RIGHTS HEREUNDER AS IF ACTUALLY A PARTY HERETO.
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SECTION 1306.
SEVERABILITY.
IF ANY PROVISION OF THIS INDENTURE IS HELD TO BE
IN CONFLICT WITH ANY APPLICABLE STATUTE OR RULE OF LAW OR IS OTHERWISE HELD TO
BE UNENFORCEABLE FOR ANY REASON WHATSOEVER, SUCH CIRCUMSTANCES SHALL NOT HAVE
THE EFFECT OF RENDERING THE PROVISION IN QUESTION INOPERATIVE OR UNENFORCEABLE
IN ANY OTHER CASE OR CIRCUMSTANCE, OR OF RENDERING ANY OTHER PROVISION OR
PROVISIONS HEREIN CONTAINED INVALID, INOPERATIVE, OR UNENFORCEABLE TO ANY EXTENT
WHATSOEVER.
The invalidity of any one or more phrases, sentences, clauses or Sections of
this Indenture shall not affect the remaining portions of this Indenture, or any
part thereof.
SECTION 1307.
NOTICES.
ALL DEMANDS, NOTICES AND COMMUNICATIONS HEREUNDER SHALL
BE IN WRITING, PERSONALLY DELIVERED, OR BY FACSIMILE (WITH SUBSEQUENT TELEPHONE
CONFIRMATION OF RECEIPT THEREOF), OR SENT BY INTERNATIONALLY RECOGNIZED
OVERNIGHT COURIER SERVICE, (A) IN THE CASE OF THE INDENTURE TRUSTEE, AT THE
FOLLOWING ADDRESS:
101 BARCLAY STREET, 8TH FLOOR WEST, ASSET BACKED FINANCE
UNIT, NEW YORK, NEW YORK 10286, (B) IN THE CASE OF THE SERVICER, AT THE
FOLLOWING ADDRESS:
2320 MARINSHIP WAY, SUITE 300, SAUSALITO, CALIFORNIA 94965,
(C) IN THE CASE OF THE ISSUER, AT THE FOLLOWING ADDRESS:
2320 MARINSHIP WAY,
SUITE 300, SAUSALITO, CALIFORNIA 94965, WITH A COPY TO THE SERVICER AT THE
ADDRESS SET FORTH IN CLAUSE (B), (D) IN THE CASE OF EACH RATING AGENCY (IF
APPLICABLE), AT ITS ADDRESS SET FORTH IN THE RELATED SUPPLEMENT, IN THE CASE OF
ANY SERIES ENHANCER (IF APPLICABLE), AT ITS ADDRESS SET FORTH IN THE RELATED
SUPPLEMENT, OR AT OTHER SUCH ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A
WRITTEN NOTICE TO THE OTHER PARTIES.
ANY NOTICE REQUIRED OR PERMITTED TO BE
GIVEN TO A NOTEHOLDER SHALL BE GIVEN BY CERTIFIED FIRST CLASS MAIL, POSTAGE
PREPAID (RETURN