RIGHTS UNDER THIS SERVICING AGREEMENT 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.
38
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