RESPECT TO THE
SERVICER OCCURS WHICH HAS NOT BEEN WAIVED BY THE INSURER;
(I)
THE AVERAGE EXTENDED CONTRACT RATE WITH RESPECT TO ANY 3
CONSECUTIVE COLLECTION PERIODS EXCEEDS 1.75%;
(J)
THE MERGER OR CONSOLIDATION (INCLUDING A CONVEYANCE TRANSACTION)
OF THE SERVICER WITH OR INTO ANY PERSON WHEREBY THE SERVICER IS NOT THE
SURVIVING ENTITY; OR
(K)
THE SERVICER SHALL HAVE DEFAULTED ON ANY PAYMENT REQUIRED TO BE
MADE BY IT UNDER ANY MATERIAL CREDIT AGREEMENT OR OTHER LOAN AGREEMENT PURSUANT
TO WHICH IT HAS BORROWED MONEY.
5.02.
REMEDIES.
(A)
IF AN EVENT OF SERVICING TERMINATION SHALL OCCUR AND BE
CONTINUING, THE INSURER (OR, IF AN INSURER DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, ANY OF THE INDENTURE TRUSTEE (TO THE EXTENT AN OFFICER OF THE
INDENTURE TRUSTEE HAS ACTUAL KNOWLEDGE THEREOF), THE ISSUER, OR THE INDENTURE
TRUSTEE AT THE DIRECTION OF NOTEHOLDERS EVIDENCING NOT LESS THAN 51% OF THE
CLASS A NOTE BALANCE), BY NOTICE GIVEN IN WRITING TO THE SERVICER OR THE BACK-UP
SERVICER, AS THE CASE MAY BE ("TERMINATION NOTICE") (WITH COPIES TO THE
INDENTURE TRUSTEE AND THE ISSUER IF GIVEN BY THE INSURER), MAY TERMINATE ALL OF
THE RIGHTS AND OBLIGATIONS OF THE SERVICER OR THE BACK-UP SERVICER, AS THE CASE
MAY BE, UNDER THIS SERVICING AGREEMENT (EXCEPT AS SET FORTH IN SECTION 5.03). ON
OR AFTER THE RECEIPT BY THE SERVICER OF SUCH TERMINATION NOTICE, ALL AUTHORITY,
POWER, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE SERVICER UNDER THIS
SERVICING AGREEMENT, WHETHER WITH RESPECT TO THE CONTRACTS, OR OTHERWISE,
AUTOMATICALLY SHALL PASS TO, BE VESTED IN AND BECOME OBLIGATIONS AND
RESPONSIBILITIES OF THE BACK-UP SERVICER (OR SUCH OTHER SUCCESSOR SERVICER
APPOINTED IN ACCORDANCE HEREWITH); PROVIDED, HOWEVER, THAT THE SUCCESSOR
SERVICER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OBLIGATION WHICH WAS
REQUIRED TO BE PERFORMED BY THE TERMINATED SERVICER PRIOR TO THE DATE THAT THE
SUCCESSOR SERVICER BECOMES THE SERVICER OR ANY CLAIM BASED ON ANY ALLEGED ACTION
OR INACTION OF THE TERMINATED SERVICER. THE SUCCESSOR SERVICER IS AUTHORIZED AND
EMPOWERED BY THIS AGREEMENT TO EXECUTE AND DELIVER, ON BEHALF OF THE TERMINATED
SERVICER, AS ATTORNEY-IN-FACT OR OTHERWISE, ANY AND ALL DOCUMENTS AND OTHER
INSTRUMENTS AND TO DO OR ACCOMPLISH ALL OTHER ACTS OR THINGS NECESSARY OR
APPROPRIATE TO EFFECT THE PURPOSES OF SUCH TERMINATION NOTICE, WHETHER TO
COMPLETE THE TRANSFER AND ENDORSEMENT OF THE CONTRACTS AND RELATED DOCUMENTS TO
SHOW THE ISSUER OR THE INDENTURE TRUSTEE AS LIENHOLDER OR SECURED PARTY ON THE
RELATED TITLE DOCUMENTS, OR OTHERWISE. THE TERMINATED SERVICER AGREES TO
COOPERATE WITH THE SUCCESSOR SERVICER IN EFFECTING THE TERMINATION OF THE
RESPONSIBILITIES AND RIGHTS OF THE TERMINATED SERVICER UNDER THIS SERVICING
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TRANSFER TO THE SUCCESSOR SERVICER
FOR ADMINISTRATION BY IT OF ALL CASH AMOUNTS THAT SHALL AT THE TIME BE HELD BY
THE TERMINATED SERVICER FOR DEPOSIT, OR HAVE BEEN DEPOSITED BY THE TERMINATED
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