OF PROVISIONS. IF ONE OR MORE OF THE PROVISIONS OF
THIS SERVICING AGREEMENT SHALL BE HELD INVALID FOR ANY REASON, SUCH PROVISIONS
SHALL BE DEEMED SEVERABLE FROM THE REMAINING PROVISIONS OF THIS SERVICING
AGREEMENT AND SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF SUCH
REMAINING PROVISIONS. TO THE EXTENT PERMITTED BY LAW, THE PARTIES HERETO HEREBY
WAIVE ANY LAW WHICH RENDERS ANY PROVISION OF THIS SERVICING AGREEMENT PROHIBITED
OR UNENFORCEABLE.
7.05.
RIGHTS CUMULATIVE. ALL RIGHTS AND REMEDIES UNDER THIS SERVICING
AGREEMENT ARE CUMULATIVE, AND NONE IS INTENDED TO BE EXCLUSIVE OF ANOTHER. NO
DELAY OR OMISSION IN INSISTING UPON THE STRICT OBSERVANCE OR PERFORMANCE OF ANY
PROVISION OF THIS SERVICING AGREEMENT, OR IN EXERCISING ANY RIGHT OR REMEDY,
SHALL BE CONSTRUED AS A WAIVER OR RELINQUISHMENT OF SUCH PROVISION, NOR SHALL IT
IMPAIR SUCH RIGHT OR REMEDY. EVERY RIGHT AND REMEDY MAY BE EXERCISED FROM TIME
TO TIME AND AS OFTEN AS DEEMED EXPEDIENT.
7.06.
NO OFFSET. PRIOR TO THE TERMINATION OF THIS SERVICING AGREEMENT,
THE OBLIGATIONS OF THE BACK-UP SERVICER AND THE SERVICER UNDER THIS SERVICING
AGREEMENT SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR RIGHT OF OFFSET
WHICH THE BACK-UP SERVICER OR THE SERVICER MAY HAVE AGAINST THE OTHER OR AGAINST
THE ISSUER, THE SELLER, THE INSURER, ANY NOTEHOLDER OR THE INDENTURE TRUSTEE,
WHETHER IN RESPECT OF THIS SERVICING AGREEMENT, ANY CONTRACT OR OTHERWISE.
7.07.
INSPECTION AND AUDIT RIGHTS. THE SERVICER AGREES THAT, UPON PRIOR
WRITTEN NOTICE, IT WILL PERMIT THE ISSUER, THE INSURER, THE BACK-UP SERVICER, OR
THE INDENTURE TRUSTEE AND THEIR RESPECTIVE REPRESENTATIVES, DURING THE
SERVICER'S NORMAL BUSINESS HOURS, TO EXAMINE THE SERVICER FILES, ALL THE BOOKS
OF ACCOUNT, RECORDS, REPORTS AND OTHER PAPERS OF THE SERVICER RELATING TO THE
CONTRACTS, TO MAKE COPIES AND EXTRACTS THEREFROM, TO CAUSE SUCH BOOKS TO BE
AUDITED BY INDEPENDENT PUBLIC ACCOUNTANTS SELECTED BY THE ISSUER, AND TO DISCUSS
ITS AFFAIRS, FINANCES AND ACCOUNTS RELATING TO THE CONTRACTS WITH ITS OFFICERS,
EMPLOYEES AND INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE
TIMES AND AS OFTEN AS MAY BE REASONABLY REQUESTED. ANY EXPENSE INCIDENT TO THE
EXERCISE BY THE ISSUER, THE INSURER OR THE INDENTURE TRUSTEE OF ANY RIGHT UNDER
THIS SECTION 7.07 SHALL BE BORNE BY THE SERVICER. THE SERVICER SHALL ALLOW SUCH
EXAMINATION WITHIN TWO (2) BUSINESS DAYS OF RECEIPT OF THE REQUIRED NOTICE IF SO
REQUESTED BY THE REQUESTING PARTY.
37
7.08.
POWERS OF ATTORNEY. THE ISSUER SHALL, FROM TIME TO TIME, PROVIDE TO
THE EMPLOYEES OF THE SERVICER AND THE INDENTURE TRUSTEE LIMITED, REVOCABLE
POWERS OF ATTORNEY OR OTHER SUCH WRITTEN AUTHORIZATIONS AS MAY BE APPROPRIATE TO
ENABLE THE SERVICER AND THE INDENTURE TRUSTEE TO PERFORM ITS RESPECTIVE
OBLIGATIONS UNDER THIS SERVICING AGREEMENT AND THE INDENTURE; PROVIDED, HOWEVER,
THAT THE ISSUER SHALL NOT BE REQUIRED TO PROVIDE SUCH POWERS WITH RESPECT TO ANY
MATTER FOR WHICH THE ISSUER DOES NOT HAVE AUTHORITY TO PERFORM ITSELF.
7.09.
ASSIGNMENT AND BINDING EFFECT. EXCEPT WITH RESPECT TO THE PLEDGE OF
ITS RIGHTS UNDER THIS SERVICING AGREEMENT