RECORDS AND A COMPUTER TAPE IN
29
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 CONTINUE TO ACT AS SERVICER UNTIL A SUCCESSOR
HAS BEEN APPOINTED AND ACCEPTED SUCH APPOINTMENT. IF THE BACK-UP SERVICER SHALL
BE LEGALLY UNABLE TO ACT AS SERVICER,