Common use of Master Servicer Default Clause in Contracts

Master Servicer Default. In case one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in this Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Upon the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-S2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)

AutoNDA by SimpleDocs

Master Servicer Default. In case one or more of the following events of default by event that the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly fails to observe or perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained in its obligations under this Agreement Agreement, which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty failure requiring the same to be remedied shall have been given to the Master Servicer (each, a "Master Servicer Default") by (i) the Trustee or Indenture Trustee, at the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any direction of the rights of Note Insurer (unless the Indenture Trustee and the Master Servicer hereunder are at that time one and the same Person), (ii) by the Note Insurer, or an assignment of this Agreement (iii) by the Indenture Trustee in the event a Note Insurer Default has occurred and is continuing, unless the Indenture Trustee and the Master Servicer or a delegation are one and the same Person, in which case the notice may be given by the percentage of Noteholders entitled to act in the rights or duties case of an Event of Default under the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when Indenture. If such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remediedremedied by the Master Servicer, either the TrusteeNote Insurer or the Indenture Trustee (unless the Indenture Trustee and the Master Servicer are at that time one and the same Person), at the direction of the Note Insurer, or the Indenture Trustee in the event a Note Insurer Default exists and is continuing (or, if at such time the Indenture Trustee and the Master Servicer are one and the same Person, by the percentage of Noteholders entitled to act in the case of an Event of Default under the Indenture), by notice given in writing to the Master Servicer shall with respect a copy to a payment default by the Master Servicer pursuant to Section 8.03(ii) andNote Insurer or the Indenture Trustee, upon the occurrence and continuance of any other Master Servicer Defaultas applicable, may, and, at the written direction of Certificateholders evidencing not less than 25% may terminate all of the Voting Rights shallrights, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights responsibilities and obligations of the Master Servicer under this Agreement (except its rights to indemnification by the Servicer under this Agreement and in and any other rights accruing to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for prior to the samedate of termination). Upon On or after the receipt by the Master Servicer of such written notice, all authority unless a successor Master Servicer acceptable to the Note Insurer (so long as no Note Insurer Default then exists) shall have been appointed, the Indenture Trustee (unless it and power the Master Servicer are one and the same Person) shall assume the rights and obligations of the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trusteehereunder. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default Default, a successor Master Servicer acceptable to the Note Insurer (unless a Responsible Officer of Note Insurer Default then exists) shall be appointed (i) by the Indenture Trustee has actual knowledge or unless written notice of any (so long as it is not also the Master Servicer), (ii) if the Indenture Trustee and the Master Servicer Default is received are one and the same Person, by the Note Insurer (so long as no Note Insurer Default then exists), or (iii) if the Indenture Trustee at its Corporate Trust Office and such notice references the CertificatesMaster Servicer are one and the same Person and a Note Insurer Default then exists, by the Trust Fund or this Agreementpercentage of Noteholders entitled to act under the Indenture upon the occurrence of an Event of Default thereunder.

Appears in 2 contracts

Samples: Servicing Agreement (Ocwen Mortgage Loan Trust Ass Back Notes Ser 1998-Oac1/), Servicing Agreement (Financial Asset Securities Corp)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Holders of either the Group I or Group II Notes and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Owner Trustee (x) with respect to the Group I Notes, by any Holder the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with Certificates evidencing Voting Interests respect to the Group II Notes, by the Group II Controlling Parties, representing not less than 25% of at least 25%; orthe Outstanding Amount of the related Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) any failure by the Master Servicer shall consent to comply with any applicable requirements under the appointment Higher Education Act resulting in a loss of its eligibility, if applicable, as a conservator third-party servicer (or receiver or liquidator in any insolvency, readjustment the failure of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of replace promptly any Subservicer that has lost its property; oreligibility as a third-party servicer); (v5) any failure by the Master Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article XII (including, without limitation, any failure by the Master Servicer shall admit to identify any Subcontractor “participating in writing its inability to pay its debts generally as they become duethe servicing function” within the meaning of Item 1122 of Regulation AB), file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment which continues unremedied for the benefit of its creditors or voluntarily suspend payment of its obligations; or ten (vi10) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 calendar days after the date on which written notice of such incorrect representation information, report, certification or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as accountants’ letter was required to be made hereunderdelivered; then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Indenture Trustee, by notice in writing to the Master Servicer shall or (B) (x) with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) andGroup I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Group II Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the requisite Holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment indorsement of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Subservicing Agreements, including the transfer to such the successor Master Servicer of its rights under all existing and related Subservicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the related Financed Student Loan Files to the Custodial Account successor Master Servicer and amending this Agreement, the related Subservicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Depositor and the Group I and Group II Noteholders. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Subservicing Agreement, or Escrow Accounts to enter into new Subservicing Agreements with the existing or thereafter received other replacement Subservicers; provided, however, that unless the existing Subservicer is in breach of its applicable Subservicing Agreement, any and all contractual damages, costs and expenses owed to any Subservicer, under the existing Subservicing Agreements, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the requisite Group II Controlling Parties may only replace the Master Servicer with respect to the Group II Student Loans. No one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans. If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the Group II Student Loans and the Group II Notes, or (y) the Master Servicer Default unless a Responsible Officer of is terminated with respect to only the Trustee has actual knowledge or unless written notice of any Group II Student Loans and the Group II Notes, the Master Servicer Default is received by shall remain liable under this Agreement for all of its obligations hereunder with respect to the Trustee at Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its Corporate Trust Office respective group of student loans and such notice references notes in the Certificates, manner set forth in this Agreement and shall cooperate with the Trust Fund or this Agreementother Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder.

Appears in 2 contracts

Samples: Sale and Servicing Agreement, Sale and Servicing Agreement (KeyCorp Student Loan Trust 2006-A)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trustee or Eligible Lender Trustee, the Securities Administrator or to such Master ServicerIndenture Trustee, the Securities Insurer or the Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests or after discovery of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if by an officer of the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of Notes or (provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer (in each case as determined by the Securities Insurer) and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Indenture Trustee and the Eligible Lender Trustee by the Securities Administrator Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the Trustee by any Holder with Certificates evidencing Voting Interests holders of at least Notes, representing not less than 25%; or% of the Outstanding Amount of the Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the TrusteeIndenture Trustee with the consent of the Securities Insurer, by notice or the Securities Insurer (in writing to the Master Servicer either case, unless a Securities Insurer Default shall with respect to a payment default have occurred and is continuing, and then by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance holders of any other Master Servicer Default, may, and, at the written direction of Certificateholders Notes evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Securities Insurer or the holders of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes or the Financed Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Financed Student Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement and all Sub-Servicing Agreements, without limitation, including the transfer to such the successor Master Servicer of its rights under all existing Sub-Servicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Loans Financed Student Loan Files to the successor Master Servicer and amending this Agreement, the Sub-Servicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Swap Counterparty and the Securities Insurer. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each Sub-Servicing Agreement, or any related REO Property (to enter into new Sub-Servicing Agreements with the existing or other replacement Sub-Servicers; provided, however, that unless the defaulting Master existing Sub-Servicer shall continue is in breach of its Sub-Servicing Agreement, any and all contractual damages, costs and expenses owed to be entitled to receive all amounts accrued or owing to it any Sub-Servicer under this Agreement on or prior to the date existing Sub-Servicing Agreements by reason of such terminationcancellation, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received borne by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreementsuccessor Master Servicer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2000-A), Sale and Servicing Agreement (Keycorp Student Loan Trust 2000-B)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer (i) to furnish deliver (or cause to be delivered) to the Securities Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver (or cause to be delivered) to the Administrator any payment required by the Mortgage Loan data sufficient to prepare the reports described Basic Documents, which failure in Section 5.09 which case of either clause (i) or (ii) continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of Notes or the holders of Certificates and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests the holders of at least Notes or the holders of Certificates, as applicable, representing not less than 25%; or% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the Indenture Trustee, by notice in writing to or the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance holders of any other Master Servicer Default, may, and, at the written direction of Certificateholders Notes evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders Notes, by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the holders of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes, the Certificates or the Financed Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Financed Student Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement and all Sub-Servicing Agreements, without limitation, including the transfer to such the successor Master Servicer of its rights under all existing Sub-Servicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Financed Student Loan Files to the defaulting successor Master Servicer and amending this Agreement, the Sub-Servicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to paid by the date predecessor Master Servicer upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the Trustee has actual knowledge or unless written notice of any predecessor Master Servicer Default under each Sub-Servicing Agreement, or to enter into new Sub-Servicing Agreements with the existing or other replacement Sub-Servicers; PROVIDED, HOWEVER, that unless the existing Sub-Servicer is received in breach of its Sub-Servicing Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer under the existing Sub-Servicing Agreements by reason of such cancellation, shall be borne by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreementsuccessor Master Servicer.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Key Bank Usa National Association), Sale and Servicing Agreement (Mellon Bank N A)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer "MASTER SERVICER Default") shall occur and be continuing, that is to say: (ia) if any Notes remain Outstanding, any failure by the Master Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for five Business Days after written notice of such failure is received by the Master Servicer from the Eligible Lender Trustee, the Indenture Trustee or the Administrator or after discovery of such failure by an officer of the Master Servicer; or (b) if the Notes have been paid in full, any failure by the Master Servicer to deliver to the Eligible Lender Trustee for deposit in any of the Trust Accounts, any payment required by the Basic Documents, which failure continues unremedied for five Business Days after written notice of such failure is received by the Master Servicer from the Eligible Lender Trustee or the Administrator or after discovery of such failure by an officer of the Master Servicer; or (c) any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which continues failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continue unremedied for a period of thirty sixty (3060) days after the date of discovery of such failure by an officer of the Master Servicer or on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer Servicer, by the Indenture Trustee, the Administrator or the Eligible Lender Trustee or the Securities Administrator, or (B) to the Master Servicer, the Securities Indenture Trustee, the Administrator and the Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests Noteholders of at least Outstanding Notes or Certificateholders of Outstanding Certificates, as applicable, representing not less than 25%% of the Outstanding Amount of the Notes or 25% of the Certificate Balance of the Certificates; or (iiid) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master Servicer shall be dissolved, or shall dispose of all or substantially all of its assets, or consolidate Insolvency Event occurs 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, (x) if any Notes remain Outstanding, either the Trustee, Indenture Trustee or the Noteholders of Notes evidencing not less than 75% of the Outstanding Amount of the Notes by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Indenture Trustee and the Eligible Lender Trustee if given by the Master Servicer pursuant to Section 8.03(iiNoteholders) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 5.02) of the Master Servicer under this Agreement Agreement; and (y) if the Notes have been paid in full, either the Eligible Lender Trustee or Certificateholders of Outstanding Certificates evidencing not less than 75% of the Certificate Balance by notice then give in writing to the Master Servicer (and to the Mortgage Loans Eligible Lender Trustee if given by Certificateholders) may terminate all the rights and the proceeds thereof without compensating obligations set forth in Section 5.02) of the Master Servicer for the sameunder this Agreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes, the Certificates, the Trust Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the Indenture Trustee or Eligible Lender Trustee, as the case may be, or such successor Master Servicer shall prepareas may be appointed under Section 6.02; and, without limitation, the Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Trust Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitation, including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Trust Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Student Loan Files to the defaulting successor Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under and amending this Agreement on or prior and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the date predecessor Master Servicer upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the CertificatesDefault, the Trust Fund or this AgreementEligible Lender Trustee shall give notice thereof to the Rating Agencies.

Appears in 1 contract

Samples: Master Servicing Agreement (Nellie Mae Education Loan Corp)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (ia) any failure by the Master Servicer to furnish deliver to the Securities Administrator Trustee for deposit in any of the Mortgage Loan data sufficient Trust Accounts or the Certificate Distribution Account any required payment or to prepare direct the reports described in Section 5.09 Trustee to make any required distributions therefrom (other than a Monthly Advance required to be made from its own funds) that shall continue unremedied for a period of five Business Days after written notice of such failure is received by the Master Servicer from the Owner Trustee or the Trustee or after discovery of such failure by an Authorized Officer of the Master Servicer; or (b) failure by the Master Servicer to make any required Servicing Advance which failure continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee 30 days, or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which continues failure shall (i) materially and adversely affect the rights of either the Certificateholders or Noteholders and (ii) continue unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Owner Trustee or the Securities Administrator, Trustee or (B) to the Master Servicer, Servicer and to the Securities Administrator Owner Trustee and the Trustee by any Holder with the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or Holders of Certificates evidencing Voting Interests not less than 25% of at least 25%the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and the Master Servicer delivers an Officers' Certificate to the Owner Trustee and the Trustee to such effect and to the effect that the Master Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default); or (iiic) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make pay any Advances when such Advances are due, as Monthly Advance required to be made hereunderfrom its own funds pursuant to Section 3.15 that continues unremedied for a period of one Business Day; or (d) an Insolvency Event occurs with respect to the Master Servicer or any successor; then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the Trustee, by notice in writing to or the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance Holders of any other Master Servicer Default, may, and, at the written direction of Certificateholders Notes evidencing not less than 25% of the Voting Rights shallOutstanding Amount of the Notes, by notice then given in addition writing to whatever rights the Master Servicer and the Owner Trustee (and to the Trustee on behalf of if given by the Certificateholders Noteholders) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 6.2) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes, the Certificates or the Home Equity Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeTrustee or such successor Master Servicer as may be appointed under Section 7.2; and, without limitation, the Master Servicer shall prepare, Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Home Equity Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Trustee and the Owner Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitation, including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Home Equity Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Files to the defaulting successor Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under and amending this Agreement on or prior to reflect such succession as Master Servicer pursuant to this Section shall be paid by the date predecessor Master Servicer upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the CertificatesDefault, the Trust Fund or this AgreementOwner Trustee shall give notice thereof to the Rating Agencies.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Avco Abs Receivables Corp)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trustee or Eligible Lender Trustee, the Securities Administrator or to such Master ServicerIndenture Trustee, the Securities Insurer or the Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests or after discovery of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if by an officer of the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of either the Group I or Group II Notes or (with respect to the Group II Student Loans or Group II Notes only, and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer (with respect to the Group II Student Loans or Group II Notes only, in each case as determined by the Securities Insurer) and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Indenture Trustee and the Eligible Lender Trustee (x) with respect to the Group I Notes, by the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, by the Securities Administrator Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the Trustee by any Holder with Certificates evidencing Voting Interests holders of at least Group II Notes, representing not less than 25%; or% of the Outstanding Amount of the Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Trustee, by notice in writing to the Master Servicer shall Indenture Trustee (and with respect to a payment default by the Master Servicer pursuant Group II Notes only, with the consent of the Securities Insurer (provided no Securities Insurer Default has occurred and is continuing)), or (B) (x) with respect to Section 8.03(ii) andthe Group I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than 25% of the Outstanding Amount of the Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Securities Insurer or the requisite holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements and the Custodial Agreement, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and the Custodial Agreement and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the related Financed Student Loan Files to the successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements, the Custodial Account Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Swap Counterparty, the Depositor, the Group I and Group II Noteholders and the Securities Insurer. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement and the Custodial Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements or thereafter received Custodial Agreement with the existing or other replacement Sub-Servicers or Custodian, as applicable; provided, however, that unless the existing Sub-Servicer or Custodian, is in breach of its applicable Sub-Servicing Agreement or Custodial Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer or Custodian, under the existing Sub-Servicing Agreements or Custodial Agreement, as applicable, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the Securities Insurer (or the requisite Group II Noteholders in the event of the occurrence and continuance of a Securities Insurer Default) may only replace the Master Servicer with respect to the Group II Student Loans. Neither the Securities Insurer nor any one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans (but only with the consent of the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing) with respect to the Group II Student Loans). If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior for all of its obligations hereunder with respect to the date Group II Student Loans and the Group II Notes, or (y) the Master Servicer is terminated with respect to only the Group II Student Loans and the Group II Notes, the Master Servicer shall remain liable under this Agreement for all of its obligations hereunder with respect to the Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its respective group of student loans and notes in the manner set forth in this Agreement and shall cooperate with the other Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder. In addition, in the event that the senior long-term debt rating of the Master Servicer is lowered below “A3,” “A-” or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), shall have the right to remove the Master Servicer with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such termination, whether in respect removal to transfer its master servicing obligations to an Affiliate with a long-term senior debt rating of Advances, accrued and unpaid Master Servicing Fees “A3,” “A-” or otherwiseabove from each Rating Agency, and such Affiliate shall continue to be entitled the successor Master Servicer with respect to the benefits Group II Student Loans. Notwithstanding the foregoing, all repurchase obligations of Section 7.04, notwithstanding any such terminationKBUSA, with respect to events occurring prior to such termination). The Trustee the QSPE Student Loans, in its capacity as Master Servicer, under Section 3.02 of this Agreement shall not have knowledge survive any termination of a KBUSA as Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this AgreementServicer.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2002-A)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer (i) to furnish deliver (or to cause a sub-servicer to deliver) to the Securities Indenture Trustee for deposit in the Trust Accounts any payment required by the Basic Documents to which the Master Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Mortgage Loan data sufficient to prepare the reports described Basic Documents, which failure in Section 5.09 which case of either clause (i) or (ii) continues unremedied for a period of one five Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to five Business Days after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform in any material respect any other of the covenants covenant or agreements (other than those referred to in clauses (viii) and (ix) below) on the part agreement of the Master Servicer contained set forth in this Agreement or any other Basic Document to which the Master Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, the Securities Administrator Indenture Trustee and the Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests of the Noteholders representing at least 25%a majority of the Outstanding Amount of the Controlling Class; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Master Servicer Default so long as the Master Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, sub-servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Class, by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Indenture Trustee and the Eligible Lender Trustee if given by the Master Servicer pursuant to Section 8.03(iiNoteholders) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Master Servicer under this Agreement and in and to Agreement. As of the Mortgage Loans and the proceeds thereof without compensating effective date of termination of the Master Servicer for the same. Upon the receipt by the Master Servicer of such written noticeServicer, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes or the Trust Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the Trustee, the Indenture Trustee or such successor Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expenseas may be appointed under Section 5.2. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitation, including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Trust Student Loan Files to the defaulting successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall continue to be entitled to receive all amounts accrued or owing to it paid by the predecessor Master Servicer (other than the Indenture Trustee acting as the Master Servicer under this Agreement on or prior to the date Section 5.1) upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies. Notwithstanding the foregoing, the successor Master Servicer shall assume the rights of the Trustee predecessor Master Servicer under each related sub-servicing agreement and if there has actual knowledge or unless written notice been a breach of any such sub-servicing agreement that entitles the Master Servicer Default is received by the Trustee at its Corporate Trust Office and to terminate such notice references the Certificatesagreement, the Trust Fund Master Servicer may terminate such agreement and enter into one or this Agreementmore new sub-servicing agreements with one or more existing sub-servicers.

Appears in 1 contract

Samples: Master Servicing Agreement (Wachovia Student Loan Trust 2005-1)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Holders of either the Group I or Group II Notes and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Eligible Lender Trustee (x) with respect to the Group I Notes, by any Holder the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with Certificates evidencing Voting Interests respect to the Group II Notes, by the Group II Controlling Parties, representing not less than 25% of at least 25%; orthe Outstanding Amount of the related Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Indenture Trustee, by notice in writing to the Master Servicer shall or (B) (x) with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) andGroup I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Group II Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the requisite Holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements and the Custodial Agreement, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and the Custodial Agreement and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the related Financed Student Loan Files to the successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements, the Custodial Account Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Depositor and the Group I and Group II Noteholders. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement and the Custodial Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements or thereafter received Custodial Agreement with the existing or other replacement Sub-Servicers or Custodian, as applicable; provided, however, that unless the existing Sub-Servicer or Custodian, is in breach of its applicable Sub-Servicing Agreement or Custodial Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer or Custodian, under the existing Sub-Servicing Agreements or Custodial Agreement, as applicable, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the requisite Group II Controlling Parties may only replace the Master Servicer with respect to the Group II Student Loans. No one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans. If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the Group II Student Loans and the Group II Notes, or (y) the Master Servicer Default unless a Responsible Officer of is terminated with respect to only the Trustee has actual knowledge or unless written notice of any Group II Student Loans and the Group II Notes, the Master Servicer Default is received by shall remain liable under this Agreement for all of its obligations hereunder with respect to the Trustee at Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its Corporate Trust Office respective group of student loans and such notice references notes in the Certificates, manner set forth in this Agreement and shall cooperate with the Trust Fund or this Agreementother Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2004-A)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Holders of either the [Group I] or [Group II] Notes and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Owner Trustee (x) with respect to the [Group I] Notes, by any Holder the [Group I] Controlling Parties, representing not less than [__]% of the Outstanding Amount of the related [Group I] Notes, and (y) with Certificates evidencing Voting Interests respect to the [Group II] Notes, by the [Group II] Controlling Parties, representing not less than [__]% of at least 25%; orthe Outstanding Amount of the related [Group II] Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) any failure by the Master Servicer shall consent to comply with any applicable requirements under the appointment Higher Education Act resulting in a loss of its eligibility, if applicable, as a conservator third-party servicer (or receiver or liquidator in any insolvency, readjustment the failure of debt, marshalling of assets and liabilities, voluntary liquidation or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of replace promptly any Sub-Servicer that has lost its property; oreligibility as a third-party servicer); (v5) any failure by the Master Servicer, any Sub-Servicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Article XII (including, without limitation, any failure by the Master Servicer shall admit to identify any Subcontractor “participating in writing its inability to pay its debts generally as they become duethe servicing function” within the meaning of Item 1122 of Regulation AB), file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment which continues unremedied for the benefit of its creditors or voluntarily suspend payment of its obligations; or [__] (vi[__]) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 calendar days after the date on which written notice of such incorrect representation information, report, certification or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as accountants’ letter was required to be made hereunderdelivered; then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Indenture Trustee, or (B) (x) with respect to the [Group I] Student Loans and the [Group I] Notes, the [Group I] Controlling Parties, representing not less than [__]% of the Outstanding Amount of the related [Group I] Notes, or (y) with respect to the [Group II] Student Loans and the [Group II] Notes, the [Group II] Controlling Parties, representing not less than [__]% of the Outstanding Amount of the related [Group II] Notes), by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Indenture Trustee and the Owner Trustee if given by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% requisite Holders of the Voting Rights shall, in addition to whatever rights the Trustee on behalf related group of the Certificateholders Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the [Group I] or [Group II] Student Loans, or (y) the [Group I] or [Group II] Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans [Group I] or [Group II] Student Loans, as applicable, and the [Group I] or [Group II] Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans [Group I] or [Group II] Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a [Group I] or [Group II] Student Loan, as applicable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the related Financed Student Loan Files to the Custodial Account successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Depositor and the [Group I] and [Group II] Noteholders. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements with the existing or thereafter received other replacement Sub-Servicers; provided, however, that unless the existing Sub-Servicer is in breach of its applicable Sub-Servicing Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer, under the existing Sub-Servicing Agreements, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite [Group I] Controlling Parties may only replace the Master Servicer with respect to the Mortgage [Group I] Student Loans, and (b) the requisite [Group II] Controlling Parties may only replace the Master Servicer with respect to the [Group II] Student Loans. No one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans. If in the event that either (x) the Master Servicer is terminated with respect to only the [Group I] Student Loans and the [Group I] Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the [Group II] Student Loans and the [Group II] Notes, or (y) the Master Servicer Default unless a Responsible Officer of is terminated with respect to only the Trustee has actual knowledge or unless written notice of any [Group II] Student Loans and the [Group II] Notes, the Master Servicer Default is received by shall remain liable under this Agreement for all of its obligations hereunder with respect to the Trustee at [Group I] Student Loans and the [Group I] Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its Corporate Trust Office respective group of student loans and such notice references notes in the Certificates, manner set forth in this Agreement and shall cooperate with the Trust Fund or this Agreementother Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Key Consumer Receivables LLC)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Owner Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the Holders of either the Group I or Group II Notes and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Owner Trustee (x) with respect to the Group I Notes, by any Holder the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with Certificates evidencing Voting Interests respect to the Group II Notes, by the Group II Controlling Parties, representing not less than 25% of at least 25%; orthe Outstanding Amount of the related Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Indenture Trustee, by notice in writing to the Master Servicer shall or (B) (x) with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) andGroup I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Group II Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Owner Trustee if given by the requisite Holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the related Financed Student Loan Files to the Custodial Account successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Owner Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Depositor and the Group I and Group II Noteholders. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements with the existing or thereafter received other replacement Sub-Servicers; provided, however, that unless the existing Sub-Servicer is in breach of its applicable Sub-Servicing Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer, under the existing Sub-Servicing Agreements, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the requisite Group II Controlling Parties may only replace the Master Servicer with respect to the Group II Student Loans. No one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans. If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the Group II Student Loans and the Group II Notes, or (y) the Master Servicer Default unless a Responsible Officer of is terminated with respect to only the Trustee has actual knowledge or unless written notice of any Group II Student Loans and the Group II Notes, the Master Servicer Default is received by shall remain liable under this Agreement for all of its obligations hereunder with respect to the Trustee at Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its Corporate Trust Office respective group of student loans and such notice references notes in the Certificates, manner set forth in this Agreement and shall cooperate with the Trust Fund or this Agreementother Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder.

Appears in 1 contract

Samples: Sale and Servicing Agreement (KeyCorp Student Loan Trust 2005-A)

Master Servicer Default. In case one or more Each of the following events of default by the Master Servicer (each, constitutes a “Master Servicer Default”) shall occur and be continuing, that is to say” hereunder: (i1) any failure by the Master Servicer to furnish deliver to the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 Indenture Trustee any payment required by this Agreement, which failure continues unremedied for a period of one Business Day three (3) business days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trust Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any breach of a representation or warranty of the Master Servicer contained in Section 8 of this Agreement or failure on the part of by the Master Servicer duly to observe or to perform in any material respect any term, covenant or agreement set forth in this Agreement or in any other of the covenants or agreements (other than those referred Basic Document to in clauses (viii) and (ix) below) on the part of which the Master Servicer contained in this Agreement is a party, which continues breach or failure shall (i) materially and adversely affect the rights of holders of Notes and (ii) continue unremedied for a period of thirty sixty (3060) days after the date of discovery of such failure by an officer of the Master Servicer or on which written notice of such breach or failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer Servicer, by the Indenture Trustee, the Trust Eligible Lender Trustee or the Securities Administrator, or (B) to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trust Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests holders of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing Notes representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Notes; or (3) the Master Servicer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under this Agreement and any bankruptcy, insolvency, or other similar law now or hereafter in and effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the Mortgage Loans and the proceeds thereof without compensating foregoing; or (4) an involuntary case or other proceeding shall have been commenced against the Master Servicer for seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the same. Upon the receipt appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, provided such action or proceeding is not dismissed within 60 days; or (5) any failure by the Master Servicer of such written notice, all authority and power of to comply with any requirements under the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested Act resulting in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination a loss of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of eligibility as a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreementthird-party servicer.

Appears in 1 contract

Samples: Master Servicing Agreement (Education Capital I LLC)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer (i) to furnish deliver to the Securities Indenture Trustee for deposit in any of the Trust Accounts any payment required by the Basic Documents or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Mortgage Loan data sufficient to prepare the reports described Basic Documents, which failure in Section 5.09 which case of either clause (i) or (ii) continues unremedied for a period of one five Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or and other Basic Document to which the Master Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of Noteholders or Certificateholders and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Securities Administrator Indenture Trustee and the Eligible Lender Trustee by the Noteholders or Certificateholders, as applicable, representing not less than 25% of the Outstanding Amount of the Notes or 25% of the outstanding Certificate Balance; provided, however, any Holder breach of Sections 3.01, 3.02, 3.03 or 3.05 shall not be deemed a Master Servicer Default so long as the Servicer is in compliance with Certificates evidencing Voting Interests of at least 25%; orits repurchase and reimbursement obligations under Section 3.06; (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer or to comply with any requirements under the Higher Education Act resulting in a delegation loss of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, its eligibility as required to be made hereundera third-party servicer; then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the Indenture Trustee, by notice in writing to or the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance Noteholders of any other Master Servicer Default, may, and, at the written direction of Certificateholders Notes evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders Notes, by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Noteholders) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes, the Certificates or the Financed Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 7.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Financed Student Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder including, without limitation, of the predecessor Master Servicer under this Agreement including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Financed Student Loan. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Financed Student Loan Files to the defaulting successor Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under and amending this Agreement on or prior and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the date predecessor Master Servicer upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the CertificatesDefault, the Trust Fund or this AgreementEligible Lender Trustee shall give notice thereof to the Rating Agencies.

Appears in 1 contract

Samples: Master Servicing Agreement (First Union Student Loan Trust 1997-1)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trustee or Eligible Lender Trustee, the Securities Administrator or to such Master ServicerIndenture Trustee, the Securities Insurer or the Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests or after discovery of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if by an officer of the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of either the Group I or Group II Notes or (with respect to the Group II Student Loans or Group II Notes only, and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer (with respect to the Group II Student Loans or Group II Notes only, in each case as determined by the Securities Insurer) and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Indenture Trustee and the Eligible Lender Trustee (x) with respect to the Group I Notes, by the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, by the Securities Administrator Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the Trustee by any Holder with Certificates evidencing Voting Interests holders of at least Group II Notes, representing not less than 25%; or% of the Outstanding Amount of the Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Trustee, by notice in writing to the Master Servicer shall Indenture Trustee (and with respect to a payment default by the Master Servicer pursuant Group II Notes only, with the consent of the Securities Insurer (provided no Securities Insurer Default has occurred and is continuing)), or (B) (x) with respect to Section 8.03(ii) andthe Group I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Securities Insurer (unless a Securities Insurer Default shall have occurred and is continuing, and then by the holders of Group II Notes, representing not less than 25% of the Outstanding Amount of the Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Securities Insurer or the requisite holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement and all Sub-Servicing Agreements, without limitation, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the related Financed Student Loan Files to the Custodial Account successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Swap Counterparty, the Depositor, the Group I and Group II Noteholders and the Securities Insurer. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements with the existing or thereafter received other replacement Sub-Servicers; PROVIDED, HOWEVER, that unless the existing Sub-Servicer is in breach of its Sub-Servicing Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer under the existing Sub-Servicing Agreements by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the Securities Insurer (or the requisite Group II Noteholders in the event of the occurrence and continuance of a Securities Insurer Default) may only replace the Master Servicer with respect to the Group II Student Loans. Neither the Securities Insurer nor any one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace with Master Servicer with respect to either or both groups of Financed Student Loans (but only with the consent of the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing) with respect to the Group II Student Loans). If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior for all of its obligations hereunder with respect to the date Group II Student Loans and the Group II Notes, or (y) the Master Servicer is terminated with respect to only the Group II Student Loans and the Group II Notes, the Master Servicer shall remain liable under this Agreement for all of its obligations hereunder with respect to the Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, both Master Servicers shall master service its respective group of student loans and notes in the manner set forth in this Agreement and shall cooperate with the other Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder. In addition, in the event that the senior long term debt rating of the Master Servicer is lowered below "A" or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), shall have the right to remove the Master Servicer with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such termination, whether in respect removal to transfer its master servicing obligations to an Affiliate with a long term senior debt rating of Advances, accrued and unpaid Master Servicing Fees "A" or otherwiseabove from each Rating Agency, and such Affiliate shall continue to be entitled the successor Master Servicer with respect to the benefits Group II Student Loans. Notwithstanding the foregoing, all repurchase obligations of Section 7.04, notwithstanding any such terminationKBUSA, with respect to events occurring prior to such termination). The Trustee the QSPE Student Loans, in its capacity as Master Servicer, under Section 3.02 of this Agreement shall not have knowledge survive any termination of a KBUSA as Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this AgreementServicer.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2001-A)

AutoNDA by SimpleDocs

Master Servicer Default. In case The occurrence of any one or more of the following events of default by shall constitute a Master Servicer Default: (a) (i) the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) fail in any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly material respect to observe or perform in any material respect any other of the covenants term, covenant or agreements agreement hereunder (other than those as referred to in clauses clause (viiiii) and (ixof this Section 6.4(a)) below) on or under any of the part of other Transaction Documents to which the Master Servicer contained in this Agreement is a party or by which continues the Master Servicer is bound, and such failure shall remain unremedied for a period of thirty (30) days after the earlier of (x) the date it first became known to any officer of the Master Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Master Servicer by the Trustee or the Securities Administratorany other party hereto, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (ivii) the Master Servicer shall consent fail to make any payment or deposit required to be made by it hereunder when due, and such failure shall continue for 48 hours; or (b) any representation or warranty made by the appointment Master Servicer in this Agreement, any of a conservator the other Transaction Documents or receiver or liquidator in any insolvency, readjustment other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and shall not have been cured and corrected for a period of debt, marshalling 30 days after the earlier of assets and liabilities, voluntary liquidation or similar proceedings (x) the date it first became known to any officer of or relating to the Master Servicer or of or relating to all or substantially all of its property; or (vy) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty thereof shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%other party hereto; or (viiic) a sale any certification or pledge of statement made by the Master Servicer in this Agreement, in any of the rights other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made, and a Material Adverse Effect shall result which shall not have been cured and corrected for a period of 30 days after the earlier of (x) the date it first became known to any officer of the Master Servicer hereunder or an assignment (y) the date on which written notice thereof shall have been given to the Master Servicer by any other party hereto; or (d) failure of this Agreement the Master Servicer or any of its Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $5 million is governed; or the default by the Master Servicer or a delegation any of its Subsidiaries in the rights performance of any term, provision or duties condition contained in any agreement under which any Indebtedness greater than $5 million was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness of the Master Servicer hereunder or any of its Subsidiaries greater than $5 million shall have occurred in any manner not otherwise permitted hereunder be declared to be due and without payable or required to be prepaid (other than by a regularly scheduled payment) prior to the prior written consent scheduled date of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%maturity thereof; or (ixe) after receipt any Event of notice from Bankruptcy shall occur with respect to the Trustee, Master Servicer or any failure of its Subsidiaries; or (f) there shall have occurred any material adverse change in the operations of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, since the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% end of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Upon the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or last fiscal year ending prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a its appointment as Master Servicer Default unless a Responsible Officer hereunder which, in the commercially reasonably judgment of the Trustee has actual knowledge or unless written notice of any Agent, materially and adversely affects the Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or Servicer's ability to perform under this Agreement.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Unicapital Corp)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer (i) to furnish deliver (or to cause a sub-servicer to deliver) to the Securities Indenture Trustee for deposit in the Trust Accounts any payment required by the Basic Documents to which the Master Servicer is a signatory or (ii) in the event that daily deposits into the Collection Account are not required, to deliver to the Administrator any payment required by the Mortgage Loan data sufficient to prepare the reports described Basic Documents, which failure in Section 5.09 which case of either clause (i) or (ii) continues unremedied for a period of one five Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to five Business Days after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform in any material respect any other of the covenants covenant or agreements (other than those referred to in clauses (viii) and (ix) below) on the part agreement of the Master Servicer contained set forth in this Agreement or any other Basic Document to which the Master Servicer is a signatory, which failure shall (i) materially and adversely affect the rights of the Indenture Trustee, on behalf of the Noteholders, or the Noteholders and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee, the Eligible Lender Trustee or the Securities Administrator, Administrator or (B) to the Master Servicer, the Securities Administrator Indenture Trustee and the Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests of the Noteholders representing at least 25%a majority of the Outstanding Amount of the Controlling Class; provided, however, that any breach of Sections 3.1, 3.2, 3.3 or 3.4 shall not be deemed a Master Servicer Default so long as the Master Servicer is in compliance with its repurchase and reimbursement obligations under Section 3.5; or (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, sub-servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the Indenture Trustee, or the Noteholders of Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Class, by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Indenture Trustee and the Eligible Lender Trustee if given by the Master Servicer pursuant to Section 8.03(iiNoteholders) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 3.5 and Section 4.2) of the Master Servicer under this Agreement and in and to Agreement. As of the Mortgage Loans and the proceeds thereof without compensating effective date of termination of the Master Servicer for the same. Upon the receipt by the Master Servicer of such written noticeServicer, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Notes or the Trust Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the Trustee, the Indenture Trustee or such successor Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expenseas may be appointed under Section 5.2. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitation, including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received by it with respect to a Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Loans or any related REO Property (provided, however, that Trust Student Loan Files to the defaulting successor Master Servicer and amending this Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall continue to be entitled to receive all amounts accrued or owing to it paid by the predecessor Master Servicer (other than the Indenture Trustee acting as the Master Servicer under this Agreement on or prior to the date Section 5.1) upon presentation of reasonable documentation of such termination, whether in respect costs and expenses. Upon receipt of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to notice of the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge occurrence of a Master Servicer Default unless a Responsible Officer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies. Notwithstanding the foregoing, the successor Master Servicer shall assume the rights of the Trustee predecessor Master Servicer under each related sub-servicing agreement and if there has actual knowledge or unless written notice been a breach of any such sub-servicing agreement that entitles the master servicer to terminate such agreement, the Master Servicer Default is received by the Trustee at its Corporate Trust Office may terminate such agreement and such notice references the Certificates, the Trust Fund enter into one or this Agreementmore new sub-servicing agreements with one or more existing sub-servicers.

Appears in 1 contract

Samples: Master Servicing Agreement (Wachovia Education Loan Funding LLC)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trustee or Eligible Lender Trustee, the Securities Administrator or to such Master ServicerIndenture Trustee, the Securities Insurer or the Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests or after discovery of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if by an officer of the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of either the Group I or Group II Notes or (with respect to the Group II Student Loans or Group II Notes only, and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer (with respect to the Group II Student Loans or Group II Notes only, in each case as determined by the Securities Insurer) and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Indenture Trustee and the Eligible Lender Trustee (x) with respect to the Group I Notes, by the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, by the Securities Administrator Insurer (unless the Class II-A-1 Notes and the Trustee Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then by any Holder with Certificates evidencing Voting Interests the Group II Controlling Parties, representing not less than 25% of at least 25%; orthe Outstanding Amount of the related Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Trustee, by notice in writing to the Master Servicer shall Indenture Trustee (and with respect to a payment default by the Master Servicer pursuant Group II Notes only, with the consent of the Securities Insurer (provided no Securities Insurer Default has occurred and is continuing)), or (B) (x) with respect to Section 8.03(ii) andthe Group I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Securities Insurer (unless the Class II-A-1 Notes and the Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then by the Group II Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Securities Insurer or the requisite holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements and the Custodial Agreement, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and the Custodial Agreement and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the related Financed Student Loan Files to the successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements, the Custodial Account Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Swap Counterparty, the Depositor, the Group I and Group II Noteholders and the Securities Insurer. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement and the Custodial Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements or thereafter received Custodial Agreement with the existing or other replacement Sub-Servicers or Custodian, as applicable; provided, however, that unless the existing Sub-Servicer or Custodian, is in breach of its applicable Sub-Servicing Agreement or Custodial Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer or Custodian, under the existing Sub-Servicing Agreements or Custodial Agreement, as applicable, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the Securities Insurer (or the requisite Group II Controlling Parties in the event that the Class II-A-1 Notes and the Class II-A-2 Notes are no longer outstanding or in the event of the occurrence and continuance of a Securities Insurer Default) may only replace the Master Servicer with respect to the Group II Student Loans. Neither the Securities Insurer nor any one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans (but only with the consent of the Securities Insurer (provided that the Class II-A-1 Notes and the Class II-A-2 Notes are no longer outstanding or a Securities Insurer Default has not occurred and is continuing) with respect to the Group II Student Loans). If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the Group II Student Loans and the Group II Notes, or (y) the Master Servicer Default unless a Responsible Officer is terminated with respect to only the Group II Student Loans and the Group II Notes, the Master Servicer shall remain liable under this Agreement for all of its obligations hereunder with respect to the Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its respective group of student loans and notes in the manner set forth in this Agreement and shall cooperate with the other Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder. In addition, in the event that the senior long-term debt rating of the Trustee has actual knowledge or unless written notice of any Master Servicer is lowered below “A3,” “A-” or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is received by continuing), shall have the Trustee at right to remove the Master Servicer with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such removal to transfer its Corporate Trust Office master servicing obligations to an Affiliate with a long-term senior debt rating of “A3,” “A-” or above from each Rating Agency, and such notice references Affiliate shall be the Certificates, successor Master Servicer with respect to the Trust Fund or this AgreementGroup II Student Loans.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2003-A)

Master Servicer Default. In case one or more Each of the following events of default by the Master Servicer (each, constitutes a “Master Servicer Default”) shall occur and be continuing, that is to say” hereunder: (i1) any failure by the Master Servicer to furnish deliver to the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 Indenture Trustee any payment required by this Agreement, which failure continues unremedied for a period of one Business Day three (3) business days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trust Eligible Lender Trustee, the Indenture Trustee or the Securities Administrator or to after discovery of such failure by an officer of the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii2) any breach of a representation or warranty of the Master Servicer contained in Section 8 of this Agreement or failure on the part of by the Master Servicer duly to observe or to perform in any material respect any term, covenant or agreement set forth in this Agreement or in any other of the covenants or agreements (other than those referred Basic Document to in clauses (viii) and (ix) below) on the part of which the Master Servicer contained in this Agreement is a party, which continues breach or failure shall (i) materially and adversely affect the rights of holders of Notes or any Counterparties and (ii) continue unremedied for a period of thirty sixty (3060) days after the date of discovery of such failure by an officer of the Master Servicer or on which written notice of such breach or failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer Servicer, by the Indenture Trustee, the Trust Eligible Lender Trustee or the Securities Administrator, or (B) to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trust Eligible Lender Trustee by any Holder with Certificates evidencing Voting Interests holders of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing Notes representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Notes; or (3) the Master Servicer shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under this Agreement and any bankruptcy, insolvency, or other similar law now or hereafter in and effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, or shall have made a general assignment for the benefit of creditors, or shall have declared a moratorium with respect to its debts or shall have failed generally to pay its debts as they become due, or shall have taken any action to authorize any of the Mortgage Loans and the proceeds thereof without compensating foregoing; or (4) an involuntary case or other proceeding shall have been commenced against the Master Servicer for seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the same. Upon the receipt appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, provided such action or proceeding is not dismissed within 60 days; or (5) any failure by the Master Servicer of such written notice, all authority and power of to comply with any requirements under the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested Act resulting in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination a loss of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of eligibility as a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreementthird-party servicer.

Appears in 1 contract

Samples: Master Servicing Agreement (Education Capital I LLC)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a "Master Servicer Default") shall occur and be continuing, that is to say: (i1) any failure by the Master Servicer to furnish deliver (or cause to be delivered) to the Securities Administrator or the Mortgage Loan data sufficient to prepare Indenture Trustee, as applicable, for deposit in any of the reports described in Section 5.09 Trust Accounts any payment required by the Basic Documents, which failure continues unremedied for a period of one three Business Day Days after the date upon which written notice of such failure shall have been given to such is received by the Master Servicer by from the Trustee or Eligible Lender Trustee, the Securities Administrator or to such Master ServicerIndenture Trustee, the Securities Insurer or the Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests or after discovery of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if by an officer of the Master Servicer did not timely receive such information from the Servicer); or (ii2) any failure on the part of by the Master Servicer duly to observe or to perform (or to cause to be observed or performed) in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of the holders of either the Group I or Group II Notes or (with respect to the Group II Student Loans or Group II Notes only, and provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer (with respect to the Group II Student Loans or Group II Notes only, in each case as determined by the Securities Insurer) and (ii) continues unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Indenture Trustee, the Eligible Lender Trustee, or the Securities Administrator, Administrator or (B) to the Master Servicer, and to the Indenture Trustee and the Eligible Lender Trustee (x) with respect to the Group I Notes, by the Group I Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group I Notes, and (y) with respect to the Group II Notes, by the Securities Administrator Insurer (unless the Class II-[ ] Notes and the Trustee Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then by any Holder with Certificates evidencing Voting Interests the Group II Controlling Parties, representing not less than 25% of at least 25%; orthe Outstanding Amount of the related Group II Notes); (iii3) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (iv4) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any applicable requirements under the Higher Education Act resulting in a loss of its eligibility, if applicable, as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Sub-Servicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either (A) the Trustee, by notice in writing to the Master Servicer shall Indenture Trustee (and with respect to a payment default by the Master Servicer pursuant Group II Notes only, with the consent of the Securities Insurer (provided no Securities Insurer Default has occurred and is continuing)), or (B) (x) with respect to Section 8.03(ii) andthe Group I Student Loans and the Group I Notes, upon the occurrence and continuance of any other Master Servicer DefaultGroup I Controlling Parties, may, and, at the written direction of Certificateholders evidencing representing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf Outstanding Amount of the Certificateholders related Group I Notes, or (y) with respect to the Group II Student Loans and the Group II Notes, the Securities Insurer (unless the Class II-[ ] Notes and the Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default shall have occurred and is continuing, and then by the Group II Controlling Parties, representing not less than 25% of the Outstanding Amount of the related Group II Notes), by notice then given in writing to the Master Servicer (and to the Indenture Trustee and the Eligible Lender Trustee if given by the Securities Insurer or the requisite holders of the related group of Notes) may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 7.02 and Section 3.07 hereof) of the Master Servicer with respect to either (a) the Group I or Group II Student Loans, or (y) the Group I or Group II Notes, as the case may be, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Group I or Group II Student Loans, as applicable, and the Group I or Group II Notes, as applicable, or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the TrusteeIndenture Trustee or such successor Master Servicer as may be appointed under Section 8.02; and, without limitation, the Master Servicer shall prepare, Indenture Trustee and the Eligible Lender Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Group I or Group II Student Loans, as applicable, and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer, the Indenture Trustee and the Eligible Lender Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitationall Sub-Servicing Agreements and the Custodial Agreement, including the transfer to such the successor Master Servicer of its rights under all existing and related Sub-Servicing Agreements and the Custodial Agreement and for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Group I or Group II Student Loan, as applicable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the related Financed Student Loan Files to the successor Master Servicer and amending this Agreement, the related Sub-Servicing Agreements, the Custodial Account Agreement and any other Basic Documents to reflect such succession as Master Servicer pursuant to this Section shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Master Servicer Default, the Eligible Lender Trustee shall give notice thereof to the Rating Agencies, the Indenture Trustee, the Swap Counterparty, the Depositor, the Group I and Group II Noteholders and the Securities Insurer. Notwithstanding the foregoing, the successor Master Servicer shall have the option to assume the rights of the predecessor Master Servicer under each related Sub-Servicing Agreement and the Custodial Agreement, or Escrow Accounts to enter into new Sub-Servicing Agreements or thereafter received Custodial Agreement with the existing or other replacement Sub-Servicers or Custodian, as applicable; provided, however, that unless the existing Sub-Servicer or Custodian, is in breach of its applicable Sub-Servicing Agreement or Custodial Agreement, any and all contractual damages, costs and expenses owed to any Sub-Servicer or Custodian, under the existing Sub-Servicing Agreements or Custodial Agreement, as applicable, by reason of such cancellation, shall be borne by the successor Master Servicer. Notwithstanding the foregoing, in the event of the occurrence and continuance of a Master Servicer Default with respect to one group of Financed Student Loans and not the other group, (a) the requisite Group I Controlling Parties may only replace the Master Servicer with respect to the Mortgage Group I Student Loans, and (b) the Securities Insurer (or the requisite Group II Controlling Parties in the event that the Class II-[ ] Notes and the Class II-[ ] Notes are no longer outstanding or in the event of the occurrence and continuance of a Securities Insurer Default) may only replace the Master Servicer with respect to the Group II Student Loans. Neither the Securities Insurer nor any one group of Noteholders may replace the Master Servicer with respect to the Financed Student Loans or any related REO Property (comprising the other group of Financed Student Loans; provided, however, that the defaulting Indenture Trustee may replace the Master Servicer with respect to either or both groups of Financed Student Loans (but only with the consent of the Securities Insurer (provided that the Class II-[ ] Notes and the Class II-[ ] Notes are no longer outstanding or a Securities Insurer Default has not occurred and is continuing) with respect to the Group II Student Loans). If in the event that either (x) the Master Servicer is terminated with respect to only the Group I Student Loans and the Group I Notes, the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it remain liable under this Agreement on or prior to the date for all of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, its obligations hereunder with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a the Group II Student Loans and the Group II Notes, or (y) the Master Servicer Default unless a Responsible Officer is terminated with respect to only the Group II Student Loans and the Group II Notes, the Master Servicer shall remain liable under this Agreement for all of its obligations hereunder with respect to the Group I Student Loans and the Group I Notes. Any successor Master Servicer shall only succeed to the rights and obligations with respect to which the Master Servicer has been terminated. In the event that there are two Master Servicers, each Master Servicer shall master service its respective group of student loans and notes in the manner set forth in this Agreement and shall cooperate with the other Master Servicer to the extent necessary for each Master Servicer to fulfill its respective obligations hereunder. In addition, in the event that the senior long-term debt rating of the Trustee has actual knowledge or unless written notice of any Master Servicer is lowered below "A3," "A-" or its equivalent by any Rating Agency, the Securities Insurer (provided that a Securities Insurer Default has not occurred and is received by continuing), shall have the Trustee at right to remove the Master Servicer with respect to the Group II Student Loans only; provided, however, that KBUSA shall have the right upon written notification of such removal to transfer its Corporate Trust Office master servicing obligations to an Affiliate with a long-term senior debt rating of "A3," "A-" or above from each Rating Agency, and such notice references Affiliate shall be the Certificates, successor Master Servicer with respect to the Trust Fund or this AgreementGroup II Student Loans.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Key Bank Usa National Association)

Master Servicer Default. In case (a) Any one or more of the following events of default shall constitute a "Master Servicer Default" with respect to the Master Servicer acting in its capacity as Master Servicer hereunder and in its capacity as successor Servicer hereunder (unless specifically stated otherwise): (i) Any failure by the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) any failure by so long as the Master Servicer is obligated to furnish perform as the Securities Administrator Servicer) (x) to deposit, or to deliver to the Mortgage Loan data sufficient Trust Collateral Agent for deposit, to prepare any Trust Account or the reports described in Section 5.09 which continues Spread Account any amount required to be so delivered or deposited therein by the Servicer that shall continue unremedied for a period of one Business Day or (y) to deliver to the Trust Collateral Agent or the Note Insurer the Servicer's Certificate on the related Determination Date that shall continue unremedied for a period of two Business Days or the statement required by Section 4.13 or the report required by Section 4.14 shall not have been delivered within five (5) days after the date upon which written notice of such failure shall have been given statement or report, as the case may be, is required to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer)delivered; or (ii) any failure Failure on the part of the Master Servicer to observe its covenants and agreements set forth in Section 7.04; or (iii) Failure on the part of the Master Servicer duly to observe or to perform in any material respect any other of the covenants or agreements (other than those referred to in clauses (viii) and (ix) below) on the part of the Master Servicer contained set forth in the Securities or in this Agreement (except as otherwise specifically referred to in this Section 8.02(a)), which continues failure shall (x) materially and adversely affect the rights of Noteholders or the Note Insurer and (y) continue unremedied for a period of thirty (30) 30 days after the date on which written notice of such failure, failure requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Trustee Note Insurer or the Securities AdministratorTrust Collateral Agent, or (B) to the Master Servicer, Servicer and to the Securities Administrator Trust Collateral Agent and the Trustee Note Insurer by any Holder with Certificates the Noteholders evidencing Voting Interests of at least (x) so long as the Class A Notes remain Outstanding, not less than 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating % of the Certificates because Outstanding Class A Note Balance or (y) if the Class A Notes are no longer Outstanding, not less than 25% of the financial condition or loan servicing capability of such Master ServicerOutstanding Class B Note Balance; or (iv) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer shall consent or any of the Master Servicer's Affiliates, if the Master Servicer's ability to service the appointment of a conservator Receivables is adversely affected thereby, in an involuntary case under the federal bankruptcy laws, as now or receiver hereafter in effect, or liquidator in any insolvencyanother present or future, readjustment of debtfederal or state, marshalling of assets and liabilitiesbankruptcy, voluntary liquidation insolvency or similar proceedings law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or relating any such Affiliate or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of Master Servicer or any such Affiliate or the commencement of an involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to the Master Servicer or of or relating to all or substantially all of its propertyany such Affiliate and such case is not dismissed within 60 days; or (v) The commencement by the Master Servicer shall admit or any of the Master Servicer's Affiliates, if the Master Servicer's ability to service the Receivables is adversely affected thereby, of a voluntary case under the federal bankruptcy laws, as now or hereafter in writing its inability effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by Master Servicer or any such Affiliate to pay its debts generally as they become duethe appointment of or taking possession by a receiver, file a petition to take advantage liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or any such Affiliate or of any applicable insolvency substantial part of its property or reorganization statute, make the making by the Master Servicer or any such Affiliate of an assignment for the benefit of its creditors or voluntarily suspend payment the failure by the Master Servicer or any such Affiliate generally to pay its debts as such debts become due or the taking of its obligationscorporate action by the Master Servicer or any such Affiliate in furtherance of any of the foregoing; or (vi) Any representation, warranty or statement of the Master Servicer shall be dissolvedmade in this Agreement or in any certificate, report 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof other writing delivered pursuant hereto shall prove to be incorrect as of the time made in any respect that materially and adversely affects when the interests of the Certificateholderssame shall have been made, and the circumstance incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer, the Note Insurer or the Noteholders and, within 30 days after written notice thereof shall have been given (1) to the Master Servicer by the Trust Collateral Agent or the Note Insurer or (2) to the Master Servicer, and to the Trust Collateral Agent and the Note Insurer by the Noteholders evidencing (x) so long as the Class A Notes remain Outstanding, not less than 25% of the outstanding Class A Note Balance or (y) if the Class A Notes are no longer Outstanding, not less than 25% of the outstanding Class B Note Balance, the circumstances or condition in respect of which such representation representation, warranty or warranty statement was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to otherwise cured; or (vii) For so long as the Master Servicer by is acting as Master Servicer hereunder, the Trustee or the Securities Administrator, or to failure of the Master Servicer, Servicer to comply with the Securities Administrator duties and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%services set forth in Exhibit C attached hereto; or (viii) a sale or pledge of any of the rights of For so long as the Master Servicer hereunder or an assignment is obligated to perform as the Servicer, the occurrence and continuance of this Agreement a Trigger Event (as such Trigger Events shall have been modified by the Master Servicer or a delegation of and the rights or duties of Note Insurer prior to the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without assuming the prior written consent duties of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder); then, and in each and every such case, so long as a Master Servicer Default shall not have been remediedsubject to the notice and cure provisions of paragraph (b) below, the TrusteeTrust Collateral Agent shall, at the direction of the Controlling Party, by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Trust Collateral Agent if given by the Master Servicer pursuant to Section 8.03(iiNoteholders) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, shall terminate all of the rights and obligations of the Master Servicer under this Agreement and in Agreement. Upon sending or receiving any such notice, the Trust Collateral Agent shall promptly send a copy thereof to the Indenture Trustee, the Owner Trustee, the Rating Agencies, the Note Insurer, the Servicer, the Back-up Servicer and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameeach Noteholder. Upon On or after the receipt by the Master Servicer of such written noticenotice (unless otherwise directed by the Note Insurer and subject to Section 8.03(a)), all authority and power of the Master Servicer as the Servicer and as the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Loans Securities or the Receivables or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the Trustee, the any such successor Master Servicer shall prepareor successor Servicer, as applicable, as may be appointed under Section 8.03; and, without limitation, any such successor Master Servicer or successor Servicer, is hereby authorized and empowered to execute and deliver, on behalf of the predecessor servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans Receivables and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee successor Master Servicer or successor Servicer, as applicable, in effecting the termination of its responsibilities and rights hereunder includingunder this Agreement, without limitation, including the transfer to such the successor Master Servicer or successor Servicer, as applicable, for administration by it of all cash amounts which that shall at the time be credited held by the defaulting Master Servicer to the Custodial Account it for deposit, or Escrow Accounts or shall thereafter be received by it with respect to any Receivable, and the Mortgage Loans related accounts and records maintained by the Master Servicer. (b) The Note Insurer, the Majority Noteholders or any related REO Property (provided, however, that the defaulting Trust Collateral Agent shall provide the Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received Default, which notice must grant the Master Servicer an opportunity to cure any such event of termination as follows: (i) in the case of any failure of the Master Servicer to properly administer or deliver any monies as required pursuant to this Agreement, for a period of three (3) Business Days after receipt of the notice by the Trustee at Master Servicer; or (ii) in the case of any failure pursuant to this Agreement that is non-monetary in nature, for a period of thirty (30) days after receipt of the notice by the Master Servicer. Such notice must explicitly provide that if any such failure by the Master Servicer giving rise to the event of termination is not cured within the applicable cure period, then the Controlling Party shall have the right to terminate the appointment of the Master Servicer effective as of a date no sooner than the end of the applicable cure period. (c) The Master Servicer may be released from its Corporate Trust Office and such notice references obligations under this Agreement if it does not receive payment of its Master Servicer Fee or Successor Servicer Fee required to be made under the Certificates, the Trust Fund or terms of this Agreement, which failure continues unremedied for a period of thirty (30) days after receipt by the Note Insurer of written notice of such failure and that __________ intends to terminate its appointment as Master Servicer if such failure to pay is not remedied within such thirty (30) day period, which written notice shall explicitly state that failure to pay any Master Servicer Fee or Successor Servicer Fee owing to the Master Servicer, if not cured within thirty (30) days of the date of receipt of notice thereof, will give the Master Servicer the right to terminate its appointment as Master Servicer.

Appears in 1 contract

Samples: Sale and Servicing Agreement (United Fidelity Finance LLC)

Master Servicer Default. In case The occurrence of any one or more of the following events of default by shall constitute a Master Servicer Default: (a) (i) the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) fail in any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly material respect to observe or perform in any material respect any other of the covenants term, covenant or agreements agreement hereunder (other than those as referred to in clauses clause (viiiii) and (ixof this Section 6.4(a)) below) on or under any of the part of other Transaction Documents to which the Master Servicer contained in this Agreement is a party or by which continues the Master Servicer is bound, and such 84 90 failure shall remain unremedied for a period of thirty (30) days after the earlier of (x) the date it first became known to any officer of the Master Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Master Servicer by the Trustee or the Securities Administratorany other party hereto, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (ivii) the Master Servicer shall consent fail to make any payment or deposit required to be made by it hereunder when due and such failure shall continue for 48 hours; or (b) any representation or warranty made by the appointment Master Servicer in this Agreement, any of a conservator the other Transaction Documents or receiver or liquidator in any insolvency, readjustment other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and shall not have been cured and corrected for a period of debt, marshalling 30 days after the earlier of assets and liabilities, voluntary liquidation or similar proceedings (x) the date it first became known to any officer of or relating to the Master Servicer or of or relating to all or substantially all of its property; or (vy) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty thereof shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%other party hereto; or (viiic) a sale any certification or pledge of statement made by the Master Servicer in this Agreement, or in any of the rights other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made, and a Material Adverse Effect shall result which shall not have been cured and corrected for a period of 30 days after the earlier of (x) the date it first became known to any officer of the Master Servicer hereunder or an assignment (y) the date on which written notice thereof shall have been given to the Master Servicer by any other party hereto; or (d) failure of this Agreement the Master Servicer or any of its Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $5 million is governed; or the default by the Master Servicer or a delegation any of its Subsidiaries in the rights performance of any term, provision or duties condition contained in any agreement under which any Indebtedness greater than $5 million was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness of the Master Servicer hereunder shall have occurred in or any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Upon the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination of its responsibilities and rights hereunder including, without limitation, the transfer Subsidiaries greater than $5 million shall be declared to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a Master Servicer Default unless a Responsible Officer of the Trustee has actual knowledge or unless written notice of any Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or this Agreement.be

Appears in 1 contract

Samples: Loan and Security Agreement (Unicapital Corp)

Master Servicer Default. In case If any one or more of the following events of default by the Master Servicer (each, a “Master Servicer Default”) shall occur have occurred and be continuing, that is to say: (ia) any failure by the Master Servicer to furnish (i) deliver to the Securities Administrator the Mortgage Loan data sufficient Master Servicer’s Report for any Collection Period or (ii) deposit in the Trust Accounts any amounts required by the Notes, the Certificates or the Transaction Documents to prepare be delivered by the reports described in Section 5.09 Master Servicer, which failure continues unremedied for a period of one five Business Day Days after the date upon on which written notice of such failure failure, requiring the same to be remedied, shall have been given (A) to such the Master Servicer by the Indenture Trustee or the Securities Administrator or (B) to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did and the Indenture Trustee by the Noteholders representing not timely receive such information from less than 25% of the Servicer); orOutstanding Amount of the Controlling Class; (iib) any failure on the part of by the Master Servicer to duly to observe or perform in any material respect any other of the covenants term, covenant or agreements (other than those referred to in clauses (viii) and (ix) below) on the part agreement of the Master Servicer contained set forth in this Agreement or any other Transaction Document, which continues failure shall (i) materially and adversely affect the rights of the Issuer, the Noteholders or the Certificateholders, which determination shall be made without regard to whether funds are available to the Noteholders or the Certificateholders pursuant to any related enhancement and (ii) continue unremedied for a period of thirty (30) 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Indenture Trustee or the Securities Administrator, or (B) to the Master Servicer, the Securities Administrator Servicer and the Indenture Trustee by the Noteholders representing not less than 25% of the Outstanding Amount of the Controlling Class; provided, however, that any Holder breach of Section 3.1, 3.2 or 3.3 hereof shall not be deemed a Master Servicer Default so long as the Master Servicer is in compliance with Certificates evidencing Voting Interests of at least 25%; orits purchase and reimbursement obligations under Section 3.4 hereof; (iiic) a decree or order of a court or agency or supervisory authority having jurisdiction for an Insolvency Event occurs with respect to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (ivd) the Master 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 Master Servicer or of or relating to all or substantially all of its property; or (v) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (viii) a sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement failure by the Master Servicer to comply with any requirements under the Higher Education Act resulting in a loss of its eligibility as a third-party servicer (or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%; or (ix) after receipt of notice from the Trustee, any failure of the Master Servicer to make replace promptly any Advances when such Advances are due, Subservicer that has lost its eligibility as required to be made hereundera third-party servicer); then, and in each and every such case, so long as a the Master Servicer Default shall not have been remedied, either the TrusteeIndenture Trustee or the Noteholders holding a majority of the Outstanding Amount of the Controlling Class, by notice then given in writing to the Master Servicer shall with respect (and to a payment default the Indenture Trustee if given by the Master Servicer pursuant to Section 8.03(iiNoteholders) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations (other than the obligations set forth in Section 3.4 hereof and Section 4.2 hereof for the period during which it acted as Master Servicer) of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the sameAgreement. Upon On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement Agreement, whether with respect to the Mortgage Controlling Class or the Trust Student Loans or otherwise, shall shall, without further action, pass to and be vested in the Trustee. Upon written request from the Trusteesuch successor Master Servicer as may be appointed under Section 5.2 hereof; and, without limitation, the Master Servicer shall prepare, Indenture Trustee is hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Master Servicer, as attorney in fact or otherwise, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating and to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting predecessor Master Servicer shall cooperate with the successor Master Servicer and the Indenture Trustee in effecting the termination of its the responsibilities and rights hereunder includingof the predecessor Master Servicer under this Agreement, without limitation, including the transfer to such the successor Master Servicer for administration by it of all cash amounts which that shall at the time be credited held by the defaulting predecessor Master Servicer to the Custodial Account for deposit, or Escrow Accounts or shall thereafter be received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such terminationby it, with respect to events occurring prior a Trust Student Loan. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Trust Student Loan Files to the successor Master Servicer and amending this Agreement and any other Transaction Documents to reflect such termination)succession as Master Servicer pursuant to this Section 5.1 shall be paid by the predecessor Master Servicer upon presentation of reasonable documentation of such costs and expenses. The Trustee shall not have knowledge Upon receipt of notice of the occurrence of a Master Servicer Default unless a Responsible Officer Default, the Indenture Trustee shall give notice thereof to the Rating Agencies. Upon the successor Master Servicer’s assumption of all of the obligations and succession to all of the rights of the predecessor Master Servicer, any subservicing agreement entered into by the predecessor Master Servicer shall terminate unless the successor Master Servicer and the related Subservicer agree to continue the terms of the related subservicing agreement or to any modification thereof. If the related subservicing agreement terminates, the successor Master Servicer may enter into one or more new subservicing agreements with one or more Subservicers. The Master Servicer shall deliver to the Owner Trustee, the Indenture Trustee has actual and the Administrator, promptly after having obtained knowledge or unless thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Master Servicer of any event which, with the giving of notice or lapse of time, or both, would become a Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or under this AgreementSection 5.1.

Appears in 1 contract

Samples: Master Servicing Agreement (Chase Education Loan Trust 2007-A)

Master Servicer Default. In case The occurrence of any one or more of the following events of default by shall constitute a Master Servicer Default: (a) (i) the Master Servicer (each, a “Master Servicer Default”) shall occur and be continuing, that is to say: (i) fail in any failure by the Master Servicer to furnish the Securities Administrator the Mortgage Loan data sufficient to prepare the reports described in Section 5.09 which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to such Master Servicer by the Trustee or the Securities Administrator or to such Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25% (provided, however, that any such failure shall not be a Master Xxxxxx Default if the Master Servicer did not timely receive such information from the Servicer); or (ii) any failure on the part of the Master Servicer duly material respect to observe or perform in any material respect any other of the covenants term, covenant or agreements agreement hereunder (other than those as referred to in clauses clause (viiiii) and (ixof this Section 6.4(a)) below) on or under any of the part of other Transaction Documents to which the Master Servicer contained in this Agreement is a party or by which continues the Master Servicer is bound, and such failure shall remain unremedied for a period of thirty (30) days after the earlier of (x) the date it first became known to any officer of the Master Servicer or (y) the date on which written notice of such failure, requiring the same to be remedied, thereof shall have been given to the Master Servicer by the Trustee or the Securities Administratorany other party hereto, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer, and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days or any Rating Agency reduces or withdraws or threatens to reduce or withdraw the rating of the Certificates because of the financial condition or loan servicing capability of such Master Servicer; or (ivii) the Master Servicer shall consent fail to make any payment or deposit required to be made by it hereunder when due, and such failure shall continue for 48 hours; or (b) any representation or warranty made by the appointment Master Servicer in this Agreement, any of a conservator the other Transaction Documents or receiver or liquidator in any insolvency, readjustment other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made and shall not have been cured and corrected for a period of debt, marshalling 30 days after the earlier of assets and liabilities, voluntary liquidation or similar proceedings (x) the date it first became known to any officer of or relating to the Master Servicer or of or relating to all or substantially all of its property; or (vy) the Master 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 (vi) the Master 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 Master Servicer as specified in Section 8.04 hereof; or (vii) if a representation or warranty set forth in Section 2.03(d) hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Certificateholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty thereof shall have been given to the Master Servicer by the Trustee or the Securities Administrator, or to the Master Servicer, the Securities Administrator and the Trustee by any Holder with Certificates evidencing Voting Interests of at least 25%other party hereto; or (viiic) a sale any certification or pledge of statement made by the Master Servicer in this Agreement, in any of the rights other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made, and a Material Adverse Effect shall result which shall not have been cured and corrected for a period of 30 days after the earlier of (x) the date it first became known to any officer of the Master Servicer hereunder or an assignment (y) the date on which written notice thereof shall have been given to the Master Servicer by any other party hereto; or (d) failure of this Agreement the Master Servicer or any of its Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $5 million is governed; or the default by the Master Servicer or a delegation any of its Subsidiaries in the rights performance of any term, provision or duties condition contained in any agreement under which any Indebtedness greater than $5 million was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness of the Master Servicer hereunder or any of its Subsidiaries greater than $5 million shall have occurred in any manner not otherwise permitted hereunder be declared to be due and without payable or required to be prepaid (other than by a regularly scheduled payment) prior to the prior written consent scheduled date of the Trustee and any Holder with Certificates evidencing Voting Interests of at least 50%maturity thereof; or (ixe) after receipt any Event of notice from Bankruptcy shall occur with respect to the Trustee, Master Servicer or any failure of its Subsidiaries; or (f) there shall have occurred any material adverse change in the operations of the Master Servicer to make any Advances when such Advances are due, as required to be made hereunder; then, and in each and every such case, so long as a Master Servicer Default shall not have been remedied, since the Trustee, by notice in writing to the Master Servicer shall with respect to a payment default by the Master Servicer pursuant to Section 8.03(ii) and, upon the occurrence and continuance of any other Master Servicer Default, may, and, at the written direction of Certificateholders evidencing not less than 25% end of the Voting Rights shall, in addition to whatever rights the Trustee on behalf of the Certificateholders may have under this Agreement and at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. Upon the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. Upon written request from the Trustee, the Master Servicer shall prepare, execute and deliver, any and all documents and other instruments, place in the Trustee’s possession all Mortgage Files relating to the related Mortgage Loans, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Master Servicer’s sole expense. The defaulting Master Servicer shall cooperate with the Trustee in effecting the termination of its responsibilities and rights hereunder including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the defaulting Master Servicer to the Custodial Account or Escrow Accounts or thereafter received with respect to the Mortgage Loans or any related REO Property (provided, however, that the defaulting Master Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or last fiscal year ending prior to the date of such termination, whether in respect of Advances, accrued and unpaid Master Servicing Fees or otherwise, and shall continue to be entitled to the benefits of Section 7.04, notwithstanding any such termination, with respect to events occurring prior to such termination). The Trustee shall not have knowledge of a its appointment as Master Servicer Default unless a Responsible Officer hereunder which, in the commercially reasonably judgment of the Trustee has actual knowledge or unless written notice of any Agent, materially and adversely affects the Master Servicer Default is received by the Trustee at its Corporate Trust Office and such notice references the Certificates, the Trust Fund or Servicer's ability to perform under this Agreement.

Appears in 1 contract

Samples: Transfer and Administration Agreement (Unicapital Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!