CONTRARY CONTAINED IN THIS AGREEMENT, THIS AGREEMENT MAY NOT BE ASSIGNED
BY THE SELLER EXCEPT AS PROVIDED IN SECTION 4.01(A), WITHOUT THE PRIOR WRITTEN
CONSENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OF THE ISSUER AND THE
INDENTURE TRUSTEE AT THE DIRECTION OF EACH CONTROL PARTY OF EACH SERIES AND,
EXCEPT AS PROVIDED IN SECTION 4.03, THIS AGREEMENT MAY NOT BE ASSIGNED BY THE
ISSUER WITHOUT THE PRIOR WRITTEN CONSENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD) OF EACH CONTROL PARTY OF EACH SERIES.
WHETHER OR NOT
EXPRESSLY STATED, ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF
THE SELLER (WHETHER AS THE SELLER OR AS SERVICER) AND THE ISSUER IN THIS
AGREEMENT, OR IN ANY DOCUMENT DELIVERED BY ANY OF THEM IN CONNECTION WITH THIS
AGREEMENT, SHALL BE FOR THE BENEFIT OF, AND SHALL BE EXERCISABLE BY, THE
INDENTURE TRUSTEE, EACH SERIES ENHANCER, IF ANY, AND THE NOTEHOLDERS.
SECTION 7.06.
FURTHER ASSURANCES.
EACH OF THE
SELLER AND THE ISSUER AGREES TO DO SUCH FURTHER ACTS AND THINGS AND TO EXECUTE
AND DELIVER SUCH ADDITIONAL ASSIGNMENTS, AGREEMENTS, POWERS AND INSTRUMENTS AS
ARE REASONABLY REQUIRED TO CARRY INTO EFFECT THE PURPOSES OF THIS AGREEMENT OR
TO BETTER ASSURE AND CONFIRM UNTO THE INDENTURE TRUSTEE, THE SERIES ENHANCERS,
IF ANY, OR THE NOTEHOLDERS THEIR RIGHTS, POWERS AND REMEDIES HEREUNDER.
SECTION 7.07.
NO WAIVER; CUMULATIVE REMEDIES.
NO
FAILURE TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE ISSUER OR THE
SELLER, ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE HEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT
EXHAUSTIVE OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 7.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS (AND BY DIFFERENT PARTIES ON SEPARATE
COUNTERPARTS), EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL
CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 7.09.
BINDING EFFECT.
THIS AGREEMENT WILL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND, UPON THE
TRANSFER CONTEMPLATED BY SECTION 4.03 HEREOF, THE INDENTURE TRUSTEE, THE
NOTEHOLDERS AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
Schedule 2-22
SECTION 7.10.
MERGER AND INTEGRATION.
EXCEPT AS
SPECIFICALLY STATED OTHERWISE HEREIN, THIS AGREEMENT SETS FORTH THE ENTIRE
UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF, AND ALL
PRIOR UNDERSTANDINGS, WRITTEN OR ORAL, ARE SUPERSEDED BY THIS AGREEMENT.
THIS
AGREEMENT MAY NOT BE MODIFIED, AMENDED, WAIVED OR SUPPLEMENTED EXCEPT AS
PROVIDED HEREIN.
SECTION 7.11.
HEADINGS.
THE HEADINGS HEREIN ARE FOR
PURPOSES OF REFERENCE ONLY AND SHALL NOT OTHERWISE AFFECT THE MEANING OR
INTERPRETATION OF ANY PROVISION HEREOF
SECTION 7.12.
SCHEDULES AND EXHIBITS.
THE SCHEDULES
AND EXHIBITS ATTACHED HERETO AND REFERRED TO HEREIN SHALL CONSTITUTE A PART OF
THIS AGREEMENT AND ARE INCORPORATED INTO THIS AGREEMENT FOR ALL PURPOSES.
SECTION 7.13.