THE TERMINATED
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SERVICER, IN THE COLLECTION ACCOUNT OR THEREAFTER RECEIVED WITH RESPECT TO THE
CONTRACTS AND THE DELIVERY TO THE SUCCESSOR SERVICER OF ALL SERVICER FILES,
COLLECTION RECORDS AND A COMPUTER TAPE IN READABLE FORM AS OF THE MOST RECENT
BUSINESS DAY CONTAINING ALL INFORMATION NECESSARY TO ENABLE THE BACK-UP SERVICER
OR OTHER SUCCESSOR SERVICER, AS THE CASE MAY BE, TO SERVICE THE CONTRACTS. THE
TERMINATED SERVICER SHALL GRANT THE ISSUER, THE INDENTURE TRUSTEE, THE SUCCESSOR
SERVICER AND THE INSURER REASONABLE ACCESS TO THE TERMINATED SERVICER'S PREMISES
AT THE TERMINATED SERVICER'S EXPENSE. SUBJECT TO SECTION 2.08(B), THE SUCCESSOR
SERVICER SHALL BE ENTITLED TO BE REIMBURSED PURSUANT TO SECTION 3.5(D)(I) OF THE
SALE AND ALLOCATION AGREEMENT, TO THE EXTENT DESCRIBED THEREIN, AND ANY EXCESS
PURSUANT TO 3.5(D)(X) OF THE SALE AND ALLOCATION AGREEMENT FOR REASONABLE COSTS
INCURRED BY IT IN CONNECTION WITH A TRANSFER OF SERVICING FROM THE SERVICER TO
SUCH SUCCESSOR SERVICER.
(B)
ON AND AFTER THE TIME THE SERVICER RECEIVES
A TERMINATION NOTICE PURSUANT TO SECTION 5.02(A), THE BACK-UP SERVICER (UNLESS
THE INSURER SHALL HAVE EXERCISED ITS OPTION PURSUANT TO THE FOLLOWING PARAGRAPH
TO APPOINT AN ALTERNATE SUCCESSOR SERVICER) SHALL BE THE SUCCESSOR IN ALL
RESPECTS TO THE SERVICER IN ITS CAPACITY AS SERVICER UNDER THIS SERVICING
AGREEMENT AND THE TRANSACTIONS SET FORTH OR PROVIDED FOR IN THIS SERVICING
AGREEMENT, AND SHALL BE SUBJECT TO ALL THE RIGHTS, RESPONSIBILITIES,
RESTRICTIONS, DUTIES, LIABILITIES AND TERMINATION PROVISIONS RELATING THERETO
PLACED ON THE SERVICER BY THE TERMS AND PROVISIONS OF THIS SERVICING AGREEMENT
EXCEPT AS OTHERWISE STATED HEREIN. THE ISSUER AND SUCH SUCCESSOR SHALL TAKE SUCH
ACTION, CONSISTENT WITH THIS SERVICING AGREEMENT, AS SHALL BE NECESSARY TO
EFFECTUATE ANY SUCH SUCCESSION. IF A SUCCESSOR SERVICER IS ACTING AS SERVICER
HEREUNDER, IT SHALL ONLY BE SUBJECT TO TERMINATION UNDER SECTION 5.02 UPON THE
OCCURRENCE OF ANY EVENT OF SERVICING TERMINATION WITH RESPECT TO SUCH SUCCESSOR
SERVICER.
(C)
ON AND AFTER THE RECEIPT BY THE TERMINATED
SERVICER OF A TERMINATION NOTICE PURSUANT TO THIS SECTION 5.02, THE TERMINATED
SERVICER SHALL CONTINUE TO PERFORM ALL SERVICING FUNCTIONS UNDER THIS SERVICING
AGREEMENT UNTIL THE DATE SPECIFIED IN THE TERMINATION NOTICE. THE INSURER
(PROVIDED THAT NO INSURER DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) MAY
EXERCISE AT ANY TIME (AFTER A TERMINATION NOTICE IS GIVEN) ITS RIGHT TO APPOINT
AS SUCCESSOR BACK-UP SERVICER OR AS SUCCESSOR SERVICER A PERSON OTHER THAN THE
PERSON SERVING AS INDENTURE TRUSTEE OR BACK-UP SERVICER, AS THE CASE MAY BE, AT
THE TIME, AND (WITHOUT LIMITING THE INSURER'S OBLIGATIONS UNDER THE POLICY WITH
RESPECT TO THE CLASS A NOTES) SHALL HAVE NO LIABILITY TO THE ISSUER, THE
INDENTURE TRUSTEE, THE PERSON THEN SERVING AS BACK-UP SERVICER, ANY NOTEHOLDER
OR ANY OTHER PERSON IF IT DOES SO. IF A SUCCESSOR SERVICER IS NOT CHOSEN WITHIN
90 CALENDAR DAYS AFTER THE RECEIPT BY THE SERVICER OF THE TERMINATION NOTICE,
THE BACK-UP SERVICER SHALL ACT AS SUCCESSOR SERVICER UNLESS IT IS LEGALLY UNABLE
TO DO SO, IN WHICH EVENT THE OUTGOING SERVICER SHALL