Duties of Master Servicer. (a) Subject to the written direction of the Issuer, the Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall provide for, arrange and maintain, or take such actions as are necessary to provide for, arrange and maintain, the servicing and administration of the Student Loans in accordance with prudent industry practices with one or more Servicers in accordance with this Agreement and shall perform the other actions required by the Master Servicer under this Agreement, with reasonable care. The Master Servicer shall have full authority to do anything it reasonably deems appropriate in connection with providing for, arranging and maintaining such servicing and administration relationships with Servicers, including without limitation (1) entering into one or more Servicing Agreements with the Servicers and/or with the Issuer and the Servicers, (2) providing or arranging for the replacement of any Servicing Agreement that expires or is terminated, (3) consulting with any Servicer regarding the negotiation, execution and performance of any Servicing Agreement or the servicing and administration of any related Student Loan, and (4) terminating any Servicing Agreement that may exist in accordance with the terms and conditions of such Servicing Agreement, provided, that upon termination of any such Servicing Agreement, the Master Servicer shall arrange for an appropriate Servicing Agreement with a Servicer pertaining to and maintaining continuous servicing of the Student Loans previously serviced under the terminated Servicing Agreement. The servicing arrangements provided for by the Master Servicer shall maintain servicing standards in accordance in all material respects with all applicable agreements and indentures of the Issuer and all applicable federal and state laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement with respect to the Student Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Student Loans for Guarantee Payments or would have a material adverse effect on the Noteholders. The Master Servicer may perform its responsibilities hereunder through other agents or independent contractors, but shall not thereby be released from any of its responsibilities as hereinafter set forth. As part of its master servicing responsibilities hereunder, the Master Servicer, for the benefit of the Issuer, shall over...
Duties of Master Servicer. The Master Servicer, acting alone and/or through one or more Subservicers as provided in this Section, shall, as agent for the Indenture Trustee, the Owner Trustee and the Insurer, manage, service, administer and make collections on the Contracts. The Master Servicer agrees that its servicing of the Contracts shall be carried out in accordance with customary and usual procedures of financial institutions which service motor vehicle retail installment sales contracts and installment loans and, to the extent more exacting, the procedures used by the Master Servicer in respect of such contracts serviced by it for its own account. In accordance with the foregoing, the Master Servicer may, whenever an Obligor has become delinquent or the Master Servicer believes an Obligor may become delinquent, in order to preserve the ultimate collectability of amounts due on a Contract, modify the payment schedule on any Contract by reducing the APR on such Contract without the consent of the Insurer or any Rating Agency; provided, however, that the new APR shall not be less than the sum of (i) the Pass-Through Rate, (ii) the Servicing Fee Percent and (iii) the Retained Yield Percent. In addition, in order to preserve the Trust Estate, the Master Servicer may, without the consent of any Rating Agency or the Insurer, reduce the principal amount of a Contract (i.e., write-down a portion of the principal amount due on such Contract and, accordingly, lower the Monthly P&I on such Contract) to the extent funds are available in the Spread Account to cover such reduction; provided however, the total amount of such modifications pursuant to the immediately preceding sentence and this sentence and reductions (i) may not affect more than 1% of the Original Pool Balance through the Certificate Final Distribution Date and (ii) during each three-month period between Distribution Dates (or in the case of the first Distribution Date, from the Cut-Off Date to such Distribution Date) shall not affect Contracts having an aggregate Scheduled Balance greater than 10/100 of one percent of the Pool Balance at the beginning of such period. Any such modifications or reductions exceeding such limits may be made only with the consent of the Insurer and each Rating Agency. The Master Servicer may also extend the Maturity Date on a Contract in accordance with Section 4.
Duties of Master Servicer. (a) The Master Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Master Servicer shall set aside (and, if applicable, segregate) and hold in trust for the account of the SPV, the Administrative Agent, the Funding Agents and the Investors the amount of the Collections to which each is entitled in accordance with Article II. So long as no Termination Event or Potential Termination Event shall have occurred and is continuing, the Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond ten (10) days) and extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as the Master Servicer may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or limit the rights of the SPV, the Investors, the Funding Agents or the Administrative Agent under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and Arrow is still acting as Master Servicer, Arrow may make such extension or adjustment only upon the prior written approval of the Administrative Agent. The SPV shall deliver to the Master Servicer and the Master Servicer shall hold in trust for the SPV and the Administrative Agent, for the benefit of the Funding Agents on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate to any Affected Asset. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the right in its reasonable discretion to direct the Master Servicer (whether Arrow, any other Originator or any other Person is the Master Servicer) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset provided, however, that upon the occurrence of a Termination Event or Potential Termination Event (which Potential Termination Event is not capable of being cured), the Administrative Agent shall have the absolute and unlimited right to so direct the Master Servicer. The Master Servicer shall not make the Administrative Agent, any Funding Agent or any I...
Duties of Master Servicer. 35 Section 4.02. Collection of Contract Payments........................................... 38 Section 4.03. Realization upon Defaulted Contracts and Liquidated Contracts............. 39 Section 4.04. Insurance................................................................. 39 Section 4.05. Maintenance of Security Interests in Financed Vehicles.................... 40 Section 4.06. Covenants, Representations and Warranties of the Master Servicer.......... 40 Section 4.07. Repurchase of Contracts upon Breach of Covenant........................... 42 Section 4.08. Servicing Compensation.................................................... 42 Section 4.09. Reporting by the Master Servicer.......................................... 42 Section 4.10. Annual Statement as to Compliance......................................... 45 Section 4.11. Annual Independent Certified Public Accountants' Report................... 45
Duties of Master Servicer. 39 Section 4.02. Collection of Contract Payments.......................................... 43 Section 4.03. Realization upon Defaulted Contracts and Liquidated Contracts............ 43 Section 4.04. Insurance................................................................ 44 Section 4.05. Maintenance of Security Interests in Financed Vehicles................... 44 ARTICLE FIVE DISTRIBUTIONS; SPREAD ACCOUNT; STATEMENTS TO SECURITYHOLDERS
Duties of Master Servicer. Each Purchaser, each Purchaser Agent and Administrative Agent hereby appoints as its agent Master Servicer, as from time to time designated pursuant to Section 8.1, to enforce its rights and interests in and under the Pool Receivables, the Related Security and the related Contracts. Master Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect, administer and service each Pool Receivable from time to time with reasonable care and diligence and, in any event, with no less care and diligence than it uses in the collection, administration and servicing of its own assets, and in accordance with (i) applicable Laws and (ii) the Credit and Collection Policies. Seller hereby acknowledges and agrees to this appointment of Master Servicer.
Duties of Master Servicer. At any time following the appointment of a Successor Master Servicer:
(a) Master Servicer agrees that it shall terminate its activities as Master Servicer hereunder in a manner acceptable to Owner so as to facilitate the transfer of servicing to the Successor Master Servicer, including timely delivery (i) to Owner of any funds that were required to be deposited in the Collection Account, and (ii) to the Successor Master Servicer, at a place selected by the Successor Master Servicer, of all Servicing Records and other information with respect to the Transferred Receivables. Master Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitely vest and confirm in the Successor Master Servicer all rights, powers, duties, responsibilities, obligations and liabilities of Master Servicer; and
(b) Master Servicer shall terminate each Sub-Servicing Agreement that may have been entered into by it and the Successor Master Servicer shall not be deemed to have assumed any of Master Servicer’s interest therein or to have replaced Master Servicer as a party to any such Sub-Servicing Agreement.
Duties of Master Servicer. 33 Section 3.02. Subservicers......................................................................................34 Section 3.03. Collection of Receivable Payments; Modification of Receivables....................................35 Section 3.04. Realization Upon Receivables......................................................................36 Section 3.05. Maintenance of Physical Damage Insurance Policies.................................................37 Section 3.06. Maintenance of Security Interests in Financed Vehicles............................................37 Section 3.07.
Duties of Master Servicer. 41 Section 4.02. Collection of Contract Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 4.03. Realization upon Defaulted Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 4.04. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 4.05. Maintenance of Security Interests in Financed Vehicles . . . . . . . . . . . . . . . . . . . . 46 Section 4.06. Covenants, Representations and Warranties of Master Servicer . . . . . . . . . . . . . . . . . 46 Section 4.07. Repurchase of Contracts upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 4.08. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 ARTICLE FIVE DISTRIBUTIONS; SPREAD ACCOUNT; STATEMENTS TO SECURITYHOLDERS
Duties of Master Servicer. 12 SECTION 4.02. Collection of Financed Student Loan Payments...............13 SECTION 4.03. Realization upon Financed Student Loans....................15 SECTION 4.04. Computation of Note InterestRate and Certificate Rate......15 SECTION 4.05.
