ISSUER SHALL NOT WAIVE,
AMEND, MODIFY, SUPPLEMENT OR TERMINATE ANY TRANSACTION DOCUMENT OR ANY PROVISION
THEREOF WITHOUT THE CONSENT OF THE INDENTURE TRUSTEE, THE INSURER OR THE
NOTEHOLDERS EVIDENCING NOT LESS THAN 51% OF THE NOTE BALANCE.
24
(D)
IF THE ISSUER SHALL HAVE KNOWLEDGE OF THE OCCURRENCE OF AN EVENT
OF SERVICING TERMINATION UNDER THE SERVICING AGREEMENT, THE ISSUER SHALL
PROMPTLY NOTIFY THE INDENTURE TRUSTEE, THE INSURER AND THE RATING AGENCIES
THEREOF AND SHALL SPECIFY IN SUCH NOTICE THE ACTION, IF ANY, THE ISSUER IS
TAKING IN RESPECT OF SUCH DEFAULT.
IF AN EVENT OF SERVICING TERMINATION SHALL
ARISE FROM THE FAILURE OF THE SERVICER TO PERFORM ANY OF ITS DUTIES OR
OBLIGATIONS UNDER THE SERVICING AGREEMENT WITH RESPECT TO THE CONTRACTS, THE
ISSUER SHALL TAKE ALL REASONABLE STEPS AVAILABLE TO IT TO REMEDY SUCH FAILURE.
(E)
[RESERVED.]
(F)
UPON ANY TERMINATION OF THE SERVICER'S RIGHTS AND POWERS PURSUANT
TO SECTION 5.02 OF THE SERVICING AGREEMENT, THE ISSUER SHALL PROMPTLY NOTIFY THE
INDENTURE TRUSTEE AND THE INSURER OF SUCH TERMINATION.
UPON ANY APPOINTMENT OF
A SUCCESSOR SERVICER BY THE ISSUER, THE ISSUER SHALL PROMPTLY NOTIFY THE
INDENTURE TRUSTEE AND THE INSURER OF SUCH APPOINTMENT, SPECIFYING IN SUCH NOTICE
THE NAME AND ADDRESS OF SUCH SUCCESSOR SERVICER.
(G)
WITHOUT DEROGATING FROM THE ABSOLUTE NATURE OF THE ASSIGNMENT
GRANTED TO THE INDENTURE TRUSTEE UNDER THIS INDENTURE OR THE RIGHTS OF THE
INDENTURE TRUSTEE HEREUNDER, THE ISSUER SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE INSURER (IF NO INSURER DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING), THE INDENTURE TRUSTEE AND THE HOLDERS OF NOT LESS THAN 51% OF THE
CLASS A NOTE BALANCE, AMEND, MODIFY, WAIVE, SUPPLEMENT, TERMINATE OR SURRENDER,
OR AGREE TO ANY AMENDMENT, MODIFICATION, WAIVER, SUPPLEMENT, TERMINATION OR
SURRENDER OF, THE TERMS OF ANY COLLATERAL (EXCEPT TO THE EXTENT OTHERWISE
PERMITTED IN THE SERVICING AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS).
SECTION 3.8.
NEGATIVE COVENANTS.
If any Notes are Outstanding or the Insurer has not been paid all amounts owed
to it, the Issuer shall not:
(A)
EXCEPT AS EXPRESSLY PERMITTED BY THIS INDENTURE, THE TRUST
AGREEMENT, THE SERVICING AGREEMENT OR THE SALE AND ALLOCATION AGREEMENT, SELL,
TRANSFER, EXCHANGE OR OTHERWISE DISPOSE OF ANY OF THE PROPERTIES OR ASSETS OF
THE ISSUER, INCLUDING THOSE INCLUDED IN THE TRUST ESTATE, UNLESS DIRECTED TO DO
SO BY THE INDENTURE TRUSTEE WITH THE PRIOR WRITTEN CONSENT OF THE INSURER;
(B)
CLAIM ANY CREDIT ON, OR MAKE ANY DEDUCTION FROM THE PRINCIPAL OR
INTEREST PAYABLE IN RESPECT OF, THE NOTES (OTHER THAN AMOUNTS PROPERLY WITHHELD
FROM SUCH PAYMENTS UNDER THE CODE OR APPLICABLE STATE LAW) OR ASSERT ANY CLAIM
AGAINST ANY PRESENT OR FORMER NOTEHOLDER BY REASON OF THE PAYMENT OF TAXES
LEVIED OR ASSESSED UPON THE ISSUER;
(C)
DISSOLVE OR LIQUIDATE IN WHOLE OR IN PART;
(D)
(I) PERMIT THE VALIDITY OR EFFECTIVENESS OF THIS INDENTURE TO BE
IMPAIRED, OR PERMIT THE LIEN OF THIS INDENTURE TO BE AMENDED, HYPOTHECATED,
SUBORDINATED, TERMINATED OR DISCHARGED, OR PERMIT ANY PERSON TO BE RELEASED FROM