Common use of Term of Amendment; Termination of Supplemental Servicing Clause in Contracts

Term of Amendment; Termination of Supplemental Servicing. (a) The Supplemental Servicer's obligation to make Supplemental Delinquency Advances hereunder shall terminate on the date on which this Amendment terminates, which shall be October 15, 2000 except as this Amendment may be terminated earlier as set forth in Sections 4.01(b) or 4.01(c) hereof and as this Amendment may be extended if agreed to in writing by the Depositor, the Trustee, Servicer and Supplemental Servicer, with 30 days prior written notice given to the other parties hereto and the related Certificate Insurers. (b) The Servicer may terminate this Amendment upon 30 days prior written notice to each of the other parties hereto and the related Certificate Insurers. Each Certificate Insurer may terminate this Amendment with respect to the Trusts related to it upon five Business Days prior written notice to each of the parties hereto. If the Servicer resigns or is terminated pursuant to the terms of the Pooling Agreements, the Trustee or a successor servicer may terminate this Amendment upon five Business Days notice to the parties hereto without payment of any fee (other than reimbursement for unpaid Supplemental Servicing Fees and unreimbursed Supplemental Delinquency Advances in accordance with the provisions hereof). (c) The Supplemental Servicer may terminate this Amendment and its obligation to make Supplemental Delinquency Advances immediately upon notice to each of the other parties hereto and the related Certificate Insurers if any of the following occur and is continuing on the second Business Day after notice of the occurrence of any of the following (each, a "Turbo Event"): (i) The Servicer receives payment for the Servicing Fee or other servicing compensation with respect to a Trust at a time when Supplemental Servicing Fees with respect to such Trust have not been timely paid in accordance with Section 2.04; (ii) The Servicer is reimbursed for a Servicer Delinquency Advance with respect to a Trust Group at a time when Supplemental Delinquency Advances with respect to such Trust Group remain unreimbursed; (iii) The Servicer fails to deposit Gross Collections to the Clearance Account or fails to deposit the appropriate amounts to any Principal and Interest Account as it has been doing in the ordinary course of business, except for nominal amounts as a result of inadvertence, error or oversight, which, in each case is corrected in a prompt manner; (iv) The Servicer issues a Disbursement Notice to the Clearing Bank or otherwise withdraws funds from the Clearance Account or any Principal and Interest Account except as expressly authorized by the provisions of any Pooling Agreement, as amended by this Amendment; (v) The Servicer breaches any provision of this Amendment or any of the Servicer's representations, warranties or covenants are untrue when made or became untrue thereafter; (vi) The Clearing Bank fails to act in accordance with a Disbursement Notice issued by the Supplemental Servicer or the Clearing Bank informs or otherwise indicates to the Supplemental Servicer that it will not honor future Disbursement Notices issued by the Supplemental Servicer; and (vii) Any party to this Amendment, or its successor in interest, except the Supplemental Servicer, institutes any action or proceeding seeking to avoid any portion of this Amendment or render any portion of this Amendment ineffective. (d) Notwithstanding any termination of this Amendment, the Supplemental Servicer's right to payment and reimbursement for unpaid Supplemental Servicing Fees and unreimbursed Supplemental Delinquency Advances shall survive any such termination until such amounts have been paid and reimbursed in full. Following any termination of this Amendment, the Disbursing Agent, on behalf of the related Trust, and each Trustee, shall continue to issue Disbursement Notices directing payment to the Supplemental Servicer amounts due to it in respect of unpaid Supplemental Servicing Fees and unreimbursed Supplemental Delinquency Advances, as calculated in and provided by Article II hereof, until all such amounts have been paid or reimbursed in full. This Section 4.01(d), Article V, and Sections 6.05 through 6.15 shall survive any termination of this Amendment. If the Servicer is not replaced by the Trustee or a successor servicer, Article II also shall survive any termination of this Amendment until the Supplemental Servicer has been paid and reimbursed all amounts owing to it pursuant to this Amendment. Notwithstanding anything to the contrary contained herein, if this Amendment is terminated and the Servicer is replaced by the Trustee or a successor servicer, then, until all amounts owing to the Supplemental Servicer in respect of unpaid Supplemental Servicing Fees and unreimbursed Supplemental Delinquency Advances have been paid and reimbursed in full, the Trustee or successor servicer, as appropriate, shall (i) assume the responsibilities of the Servicer to act as Disbursing Agent, on behalf of the related Trustee pursuant to this Amendment, including the issuance of Disbursement Notices and allocations of Gross Collections pursuant to Section 2.03(d), (ii) pay the Supplemental Servicing Fee pursuant to Section 2.04, (iii) reimburse the Supplemental Servicer for all unreimbursed Supplemental Delinquency Advances pursuant to Section 2.05, and (iv) perform the obligations of the Servicer pursuant to Section 2.06.