Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor):
(a) Master Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer;
(b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payme...
Events of Servicer Termination. If any of the following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor):
(a) the Servicer shall (i) fail to make any payment or deposit hereunder when due and payable, (ii) fail to deliver when due any of the reports required to be delivered pursuant to Section 5.02 and 7.08 or any other report related to the Receivables as required by the other Related Documents and the same shall remain unremedied for two (2) Business Days or more after written notice thereof shall have been given by the Lenders or the Administrative Agent to the Servicer or (iii) fail or neglect to perform, keep or observe any other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 9.02) and the same shall remain unremedied for five (5) Business Days or more after written notice thereof shall have been given by the Administrative Agent to the Borrower; or
(i) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount of $500,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur under any agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound (other than a Related Document), and such default or breach has not been waived or shall remain unremedied after any applicable grace period with respect thereto and which involves a Debt which is in an aggregate principal amount of $500,000; or
(c) a case or proceeding shall have been commenced against the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any o...
Events of Servicer Termination. If any of the following events (each, an "Event of Servicer Termination") shall occur (regardless of the reason therefor):
(a) the Servicer shall fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents (whether in its capacity as an Originator or the Servicer) and the same shall remain unremedied for five Business Days or more after written notice thereof shall have been given by the Purchaser, the Operating Agent or the Collateral Agent to the Servicer; (b) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; (c) a default or breach of any of the covenants set forth in Annex G shall have occurred; (d) the Operating Agent or the Collateral Agent shall have determined that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (e) a Termination Event shall have occurred or this Agreement shall have been terminated; (f) a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been remedied to the satisfaction of the Operating Agent and the Collateral Agent within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Transfer Agreement without the prior written consent of the Operating Agent and the Collateral Agent; or (h) the Seller's board of managers shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days written notice thereof; then, and in any such event, the Operating Agent shall, at the request of, or may, with the consent of, the Purchaser or the Collateral Agent, by delivery of a Servicer Termination Notice to the Seller an...
Events of Servicer Termination. (a) If any one of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing:
(i) Any failure by the Servicer to furnish to the Indenture Trustee the Mortgage Loan data sufficient to prepare the reports described in Sections 3.19 or 5.03 which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing) and, if (i) the Notes are no longer Outstanding and no amounts remain due and owing to the Insurer or (ii) an Insurer Default has occurred and is continuing, by Holders of not less than 25% of the Note Principal Amount of the Notes; or
(ii) Any failure on the part of the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer contained in this Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Majority Securityholders or the Insurer; or
(iii) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or
(iv) The Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or
(v) The Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate with or merge into another entity or shall permit another entity to consolidate or merge into it, such that the resulting entity does not meet the criteria for a successor servicer as specified herein; or
(vi) If a representation or warranty set forth in Section 2.03 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely...
Events of Servicer Termination. 8 Section 5.1. Default........................................................................................ 8
Events of Servicer Termination. (a) The Master Servicer may be removed with respect to Trust B if any one of the following events ("Trust B Events of Servicer Termination") shall occur and be continuing:
(i) The Master Servicer shall fail to deliver to the Indenture Trustee any proceeds or required payment, which failure continues unremedied for five Business Days following written notice to an Authorized Officer of the Master Servicer from the Indenture Trustee or from Class B Noteholders evidencing Percentage Interest aggregating not less than 25%.
(ii) The Master Servicer shall fail to perform any one or more of its obligations hereunder other than the obligations contemplated by Subsection 5.1(i) above, and shall continue in default thereof for a period of sixty (60) days after notice by the Indenture Trustee or the Note Insurer of said failure; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or
(iii) The Master Servicer shall fail to cure any breach of any of its representations and warranties set forth in Section 3.2 which materially and adversely affects the interests of the Class B Noteholders or the Note Insurer for a period of thirty (30) days after the Master Servicer's discovery or receipt of notice thereof; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Control Party; or
(iv) The failure by the Master Servicer to make any required Servicing Advance and such failure continues for fifteen days; provided, however; that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; or
(v) The failure by the Master Servicer to make any required Delinquency Advance or to pay any Compensating Interest; provided, however, that if the Master Servicer can demonstrate to the reasonable satisfaction of the Control Party that any such event was due to circumstances beyond the control of the Master Servicer, such event shall not be considered an event of termination of the Master Servicer; Then, and in each and eve...
Events of Servicer Termination. 48 Section 9.02. Trustee to Act; Appointment of Successor.................................................... 49 Section 9.03. Notification to Noteholders................................................................. 51 Section 9.04. Waiver of Past Events of Servicer Termination............................................... 51 Section 9.05. Effects of Termination of Servicer.......................................................... 51
Events of Servicer Termination. (a) If any of the following events (each an "Event of Servicer Termination") shall occur and be continuing:
(i) any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, relating to the payment of the principal of or interest on any Note, in either case, on or before the fifth calendar day following the date such payment, transfer or deposit or such instruction or notice is required to be made or given, as the case may be, under the terms of this Master Agreement or any applicable Series Supplement; or
(ii) the Servicer shall fail to perform or observe any other term, covenant or agreement hereunder, under the Master Sale Agreement, or in any Series Related Document (other than as described in clause (i) above), with the result that the interests of the Trustee, the Noteholders or any Series Support Provider have been materially and adversely affected, and such failure shall remain unremedied for 30 calendar days after the receipt by the Servicer of written notice of such failure from the Trustee;
(iii) any representation, warranty, certification or statement made by the Servicer in this Master Agreement, the Master Sale Agreement, in any Series Related
Events of Servicer Termination. 12 Section 5.02 Appointment of Successor ................................. 14
Events of Servicer Termination. 51 Section 5.03 Waiver of Past Defaults.................................................................... 52 Section 5.04 Effects of Servicer Termination............................................................ 52 Section 5.05 Back-up Servicer to Act; Representations and Warranties; Compensation of Back-up Servicer.. 52
