BY THE ISSUER TO THE INDENTURE TRUSTEE
PURSUANT TO THE INDENTURE AND AS EXPRESSLY PROVIDED HEREIN, THIS SERVICING
AGREEMENT MAY BE ASSIGNED BY THE ISSUER ONLY WITH THE WRITTEN CONSENT OF THE
PARTIES HERETO AND THE INSURER OR, IF AN INSURER DEFAULT HAS OCCURRED AND IS
CONTINUING, NOTEHOLDERS EVIDENCING NOT LESS THAN 51% OF THE CLASS A NOTE
BALANCE; HOWEVER, IN THE EVENT OF AN ASSIGNMENT, ALL PROVISIONS OF THIS
SERVICING AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
7.10.
CAPTIONS. THE ARTICLE, PARAGRAPH AND OTHER HEADINGS CONTAINED IN
THIS SERVICING AGREEMENT ARE FOR REFERENCE PURPOSES ONLY, AND SHALL NOT LIMIT OR
OTHERWISE AFFECT THE MEANING HEREOF.
7.11.
COUNTERPARTS. THIS SERVICING AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH COUNTERPARTS SHALL BE DEEMED TO BE AN
ORIGINAL, AND SUCH COUNTERPARTS SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
7.12.
GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE DEEMED ENTERED
INTO UNDER AND SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIEIS OF THE PARTIES HEREUNDER SHALL BE
DETERIMINED IN ACCORDANCE WITH SUCH LAWS.
7.13.
PARTIES. EXCEPT AS SET FORTH IN SECTION 7.16 HEREOF, THIS SERVICING
AGREEMENT SHALL INURE SOLELY TO THE BENEFIT OF AND SHALL BE BINDING UPON THE
PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS, LEGAL REPRESENTATIVES AND
ASSIGNS, AND NO OTHER PERSON SHALL HAVE OR BE CONSTRUED TO HAVE ANY EQUITABLE
RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF OR BY VIRTUE OF THIS SERVICING
AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
7.14.
RELATIONSHIP OF THE PARTIES. THE RELATIONSHIP OF THE PARTIES TO
THIS SERVICING AGREEMENT IS THAT OF INDEPENDENT CONTRACTORS. NEITHER THIS
SERVICING AGREEMENT NOR ANY OF THE ACTIVITIES CONTEMPLATED HEREBY SHALL BE
DEEMED TO CREATE ANY PARTNERSHIP, JOINT VENTURE, AGENCY OR EMPLOYER/EMPLOYEE
RELATIONSHIP AMONG THE BACK-UP SERVICER, THE SERVICER AND THE ISSUER.
7.15.
NO BANKRUPTCY PETITION AGAINST THE ISSUER OR DEPOSITOR. THE BACK-UP
SERVICER, THE SERVICER AND THE INDENTURE TRUSTEE AGREE THAT, PRIOR TO THE DATE
THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF THE NOTES, NONE OF
THEM WILL INSTITUTE AGAINST OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE
ISSUER OR THE DEPOSITOR, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY
OR LIQUIDATION PROCEEDINGS OR OTHER PROCEEDINGS UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE OF THE UNITED STATES. THIS SECTION 7.15 SHALL SURVIVE THE
TERMINATION OF THIS SERVICING AGREEMENT.
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7.16.
THIRD PARTY BENEFICIARIES. THIS SERVICING AGREEMENT SHALL INURE TO
THE BENEFIT OF THE NOTEHOLDERS AND THE INSURER AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL COVENANTS AND
AGREEMENTS IN THIS SERVICING AGREEMENT WHICH EXPRESSLY CONFER RIGHTS UPON THE
INSURER OR THE NOTEHOLDERS SHALL BE FOR THE BENEFIT OF AND RUN DIRECTLY TO THEM,
AND EACH SHALL BE ENTITLED TO RELY ON AND ENFORCE SUCH COVENANTS