DEFINED IN THE
INDENTURE) WITH RESPECT TO THE SERVICER OCCURS WHICH HAS NOT BEEN WAIVED BY THE
INSURER OR, IF AN INSURER DEFAULT HAS OCCURRED AND IS CONTINUING, NOTEHOLDERS
EVIDENCING NOT LESS THAN 51% OF THE CLASS A NOTE BALANCE;
(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