Common use of Master Servicer Termination Event Clause in Contracts

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Master Servicer Termination Event”: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of 50 the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or (f) Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master Servicer; Trustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or or (d) The commencement by the Master Servicer of a voluntary case under the federal Federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal Federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.; or

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Master Servicer Termination Event”: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) or the Insurer and (ii) continues unremedied for a period of 60 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 Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate or the Insurer and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or the Insurer or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (f) An Event of Default (as defined in the Insurance Agreement) shall have occurred. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the AdministratorIndenture Trustee, the Indenture Trustee Insurer and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Master Servicer Termination Event”: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) or the Insurer and (ii) continues unremedied for a period of 60 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 Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate or the Insurer and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or the Insurer or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (f) An Event of Default (as defined in the Insurance Agreement) shall have occurred; or (g) A demand for payment shall be made by the Indenture Trustee under the Note Policy. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the AdministratorIndenture Trustee, the Indenture Trustee Insurer and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or or (d) The commencement by the Master Servicer of a voluntary case under the federal Federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal Federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or (f) Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or (f) Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”": (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator Indenture Trustee [or the Indenture Trustee Insurer ]or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) [or the Insurer ]and (ii) continues unremedied for a period of 60 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 Administrator Indenture Trustee [or the Indenture Trustee Insurer ]or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer 51 or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate [or the Insurer ]and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee [or the Insurer ]or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (f) An Event of Default (as defined in the Insurance Agreement) shall have occurred; or (g) A demand for payment shall be made by the Indenture Trustee under the Note Policy. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) or Section 10.1(f) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the AdministratorIndenture Trustee[, the Indenture Trustee Insurer] and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”": (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic DocumentAgreement, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present 49 or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master ServicerTrustee, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Master Servicer Termination Event”: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or the Administrator after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”": (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Trust Collateral Agent for distribution pursuant to the terms of this Agreement or any Basic Document, Securityholders any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Purchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Master Servicer from the Administrator Trust Collateral Agent or (unless an Insurer Default shall have occurred and be continuing) the Indenture Trustee Insurer or after discovery of such failure by a responsible officer Responsible Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure by the Master Servicer to deliver, or cause to be delivered, to the Trust Collateral Agent and (so long as an Insurer Default shall not have occurred and be continuing) the Insurer the Master Servicer's Certificate by the Determination Date prior to the Distribution Date that continues unremedied for a period of two Business Days and which failure shall have occurred more than twice in any 12-month period, or failure on the part of the Master Servicer to observe its covenants and agreements set forth in Section 9.3(a); (c) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or (or, as to Advanta, if Advanta is the Basic DocumentsMaster Servicer, the Purchase Agreement), which failure (i) materially and adversely affects the rights of Noteholders Securityholders (determined without regard to the availability of funds under any Series Support) the Note Policy), or of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continues unremedied for a period of 60 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 Administrator Trust Collateral Agent or the Indenture Trustee or after discovery thereof Insurer (or, if an Insurer Default shall have occurred and be continuing by any Noteholder evidencing not less than 25% of the Master Servicerprincipal balance of the Notes); (cd) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (de) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (ef) Any representation, warranty or certification statement of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust, the Insurer or the Securityholders in the Series Trust Estate Receivables and, within 60 30 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee Trust Collateral Agent or after discovery thereof by the Master ServicerInsurer (or, if an Insurer Default shall have occurred and be continuing, a Securityholder), the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a; or (g) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, So long as an Insurer Default shall not constitute have occurred and be continuing, the Insurer shall not have delivered a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by Extension Notice pursuant to Section 4.14; or (h) So long as an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence Insurer Default shall not relieve have occurred and be continuing, (x) an Insurance Agreement Event of Default or (y) under any other Insurance and Indemnity Agreement relating to any Series (as defined in the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with Insurance Agreement) an Event of Default thereunder shall have occurred; or (i) A claim is made under the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationsNote Policy.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master Servicer; Trustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or or (d) The commencement by the Master Servicer of a voluntary case under the federal Federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal Federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or (f) Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal Federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal Federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or (f) Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”": (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 4.7) that continues unremedied for a period of three Business Days after written notice is received by the Master Servicer from the Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery of such failure by a responsible officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement or the Basic Documents, which failure (i) materially and adversely affects the rights of Noteholders (determined without regard to the availability of funds under any Series Support) or the Insurer and (ii) continues unremedied for a period of 60 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 Administrator Indenture Trustee or the Indenture Trustee Insurer or after discovery thereof by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate or the Insurer and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or the Insurer or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (f) An Event of Default (as defined in the Insurance Agreement) shall have occurred; or (g) A demand for payment shall be made by the Indenture Trustee under the Note Policy; or (h) Failure on the part of the Master Servicer to deliver a Master Servicer's Certificate to the Indenture Trustee as required by Section 4.9 hereof on or prior to the Business Day prior to any Distribution Date. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) or Section 10.1(f) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the AdministratorIndenture Trustee, the Indenture Trustee Insurer and the Seller with an Officers’ ' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: (a) Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master ServicerTrustee; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “"Master Servicer Termination Event”: (a) ", but shall only constitute a Master Servicer Termination Event with respect to the Series and the related Series Trust Estates with respect to which such event arose: Any failure by the Master Servicer to deliver, or cause to be delivered, to the Administrator Indenture Trustee for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered by the Master Servicer under the terms of this Agreement or any Basic Document (including deposits of the Repurchase Amount pursuant to Section 3.2 and Section 4.7) that continues unremedied for a period of three five Business Days after written notice is received by the Master Servicer from the Administrator or the Indenture Trustee or after discovery of such failure by a responsible officer Officer of the Master Servicer (but in no event later than three five Business Days after the Master Servicer is required to make such delivery or deposit); (b) ; Failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement and each Basic Document or the Basic DocumentsSeries Related Document, which failure (i) materially and adversely affects the rights of Noteholders of a Series (determined without regard to the availability of funds under any Series Support) and (ii) continues unremedied for a period of 60 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 Administrator or the Indenture Trustee or after discovery thereof by the Master Servicer; (c) Trustee; The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) or The commencement by the Master Servicer of a voluntary case under the federal Federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal Federal or state, bankruptcy, insolvency or similar law, or the consent by the Master Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) or Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document Series Supplement or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee Trust in the related Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. ; or Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three five Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Officers Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Master Servicer Termination Event. For purposes of this Agreement, each If any one of the following shall constitute events (a “Master Servicer Termination MASTER SERVICER TERMINATION Event”) shall occur and be continuing: (a) Any any failure by the Master Servicer to deliverdeliver to Indenture Trustee and Owner Trustee the Master Servicer’s Report in accordance with Section 4.9, or cause to be delivered, to the Administrator for distribution pursuant to the terms of this Agreement or any Basic Document, any proceeds or payment required to be so delivered failure by the Master Servicer (either as such or under the terms of this Agreement Purchase Agreement) to deliver to Indenture Trustee or Owner Trustee for deposit in any Basic Document (including deposits of the Repurchase Amount pursuant Trust Accounts or the Certificate Distribution Account any required payment or to Section 4.7) direct Indenture Trustee or Owner Trustee to make any required distributions therefrom that continues shall continue unremedied for a period of three five Business Days after written notice of such failure is received by the Master Servicer from the Administrator Owner Trustee or the Indenture Trustee or after discovery of such failure by a responsible officer an Authorized Officer of the Master Servicer (but in no event later than three Business Days after the Master Servicer is required to make such delivery or deposit);Servicer; or (b) Failure failure on the part of the Master Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Master Servicer Servicer, set forth in this Agreement or the any other Basic DocumentsDocument to which it is a party, which failure shall (i) materially and adversely affects affect the rights of either the Certificateholders or Noteholders (determined without regard to the availability of funds under any Series Support) and (ii) continues continue unremedied for a period of 60 days after discovery of such failure by an Authorized Officer of Master Servicer or 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 Owner Trustee or Indenture Trustee or (B) to Master Servicer and to Owner Trustee and Indenture Trustee by the Administrator Holders of Notes evidencing greater than 25% of the Outstanding Amount of the Notes or, if no Notes are Outstanding, Holders of Certificates evidencing greater than 25% of the 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 Master Servicer delivers an Officer’s Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Master Servicer or Seller, as applicable, has commenced or shall promptly commence, and shall diligently pursue, all reasonable efforts to remedy such default); or (c) an Insolvency Event occurs with respect to Master Servicer or any of its respective successors; (d) then, and in each and every case, so long as any Master Servicer Termination Event shall not have been remedied, the Indenture Trustee may, and at the direction of, the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance) shall, by notice then given in writing to Master Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders and the Rating Agencies) terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Master Servicer under this Agreement and the rights and obligations of any subcustodian or subservicer pursuant to the terms of any related custody or subservicing agreement. On or after the receipt by Master Servicer of such written notice, all authority and power of Master Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Master Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and 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, and to 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 of the Receivables and related documents, or otherwise. The predecessor Master Servicer shall cooperate with the Successor Master Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Master Servicer under this Agreement, including the transfer to the Successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Master Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Master Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request and shall promptly transfer to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Master Servicer shall reasonably request. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Master Servicer and amending this Agreement 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 and if not paid by the predecessor Master Servicer shall be reimbursable to the Person incurring such costs and expenses from amounts held in the Collection Amount. (e) Neither the Indenture Trustee nor any other successor servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the predecessor Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the predecessor Servicer to cooperate as required by this Agreement, (iii) the failure of the predecessor Servicer to deliver data to the Indenture Trustee as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Servicer. The Successor Servicer will not be responsible for delays attributable to the predecessor Servicer's failure to deliver information, defects in the information supplied by the predecessor Servicer or other circumstances beyond the control of the Successor Servicer. The Successor Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Successor Servicer acting in accordance with information prepared or supplied by a Person other than the Successor Servicer or the failure of any such Person to prepare or provide such information. The Successor Servicer shall have no responsibility, shall not be in default and shall incur no liability for any act or failure to act by any third party, including the predecessor Servicer, the Issuer or the Indenture Trustee or after discovery thereof for any inaccuracy or omission in a notice or communication received by the Master Servicer; (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of Successor Servicer from any third party. If the Master Servicer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Master Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Master Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, Trustee or any other present or futureSuccessor Servicer assumes the role of Successor Servicer hereunder, federal or state, bankruptcy, insolvency or similar law, or the consent by the Master such Successor Servicer shall be entitled to the appointment benefits concerning delegation of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Master Servicer or of any substantial part of its property or the making by the Master Servicer of an assignment for the benefit of creditors or the failure by the Master Servicer generally duties to pay its debts as such debts become due or the taking of corporate action by the Master Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or certification of the Master Servicer made in this Agreement or any Basic Document or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Indenture Trustee in the Series Trust Estate and, within 60 days after written notice thereof shall have been given to the Master Servicer by the Indenture Trustee or after discovery thereof by the Master Servicer, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured. Notwithstanding the foregoing, a delay in or failure of performance under Section 10.1(a) for a period of three Business Days or under Section 10.1(b) for a period of 60 days, shall not constitute a Master Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God, acts of declared or undeclared war, terrorism, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Master Servicer shall provide the Administrator, the Indenture Trustee and the Seller with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligationssubservicers.