Master Servicer Defaults Sample Clauses

Master Servicer Defaults. If any one of the following ------------------------ events (a "Master Servicer Default") shall occur and be continuing: ----------------------- (a) failure by the Master Servicer to deliver within one (1) Business Day of when due, any Daily Report or, within three (3) Business Days of when due, any Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 or 4.02; ------------ ---- (b) failure by the Master Servicer or Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement (which, with respect to the Local Servicer, has not been paid by the Master Servicer) or to give any direction with respect to the allocation or transfer of funds under any Pooling and Servicing Agreement, on the date such payment is due or such allocation or transfer is required to be made; (c) failure on the part of the Master Servicer or Local Servicer duly to observe or to perform in any material respect any other of their respective covenants or agreements set forth in any Pooling or Servicing Agreement that has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates and that continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) 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 Company or the Trustee, or (B) to the Company, the Trustee and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Funding Agent; provided that if such failure may be cured and the Master Servicer or the -------- Servicer Guarantor is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and provided, further, that no Master Servicer Default shall be deemed to occur -------- ------- under this subsection with respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; --------------- (d) any representation, warranty or certification made by the Master Servicer, Local Servicer or Servicer Guarantor herein or in any Pooling or Servicing Agreement or in any certificate delivered pursuant thereto shall prove to have been incorrect in ...