Common use of Master Servicer Default Clause in Contracts

Master Servicer Default. The occurrence of any one or ----------------------- more of the following events shall constitute a "Master Servicer Default": ----------------------- (a) The Master Servicer (i) shall fail to make any payment or ------------------- deposit required to be made by it hereunder within one (1) Business Day of when due or the Master Servicer shall fail to observe or perform any term, covenant or agreement on the Master Servicer's part to be performed under Sections 6.1(b)(i) (conduct of business, ownership), 6.1(f) ----------------- ----- (compliance with receivables and credit and collection policy), 6.1(h) (obligor payments), 6.1 (i) (handling collections), 6.2 (a) (no sales or liens), 6.2(c) (no change in business or ----- policy), 6.2(d) (no subsidiaries, mergers), 6.2(e) (no change in obligor ----- ----- payments), or 6.2(f) (no change in handling collections) (any of the preceding ----- parenthetical phrases in this clause (i) are for purposes of reference only and --------- shall not otherwise affect the meaning or interpretation of any provision hereof), or (ii) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Sections 2.8, 2.9, 2.12 or ------------ --- ---- 2.15, or (iii) shall fail to observe or perform any other term, covenant or ---- agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound, and such failure shall remain unremedied for twenty (20) days; or (b) any representation, warranty, certification or statement made by the Master Servicer in this Agreement, the First Tier Agreement, the Originator Sale Agreements or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) failure of the Master Servicer or any of its Subsidiaries (other than the SPV) to pay when due (after giving effect to any applicable grace period) any amounts due under any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) is governed; or the default by the Master Servicer or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement if the effect of such default is to cause, or permit the holder(s) or any trustee or agent on behalf of holder(s) of such Indebtedness to cause such Indebtedness to become due and payable or required to become prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or (d) any Event of Bankruptcy shall occur with respect to the Master Servicer or any of its Significant Subsidiaries; or (e) there shall have occurred an event which, materially and adversely affects the Master Servicer's ability to either collect the Receivables or to perform its obligations as Master Servicer under this Agreement.

Master Servicer Default. The occurrence of any one or ----------------------- more of the following events shall constitute a "“Master Servicer Default": -----------------------”: (a) The Master Servicer (i) shall fail to make any payment or ------------------- deposit required to be made by it hereunder within one (1) Business Day of when due or the Master Servicer shall fail to observe or perform any term, covenant or agreement on the Master Servicer's ’s part to be performed under Sections 6.1(b)(i) (conduct of business, ownership), 6.1(f) ----------------- ----- (compliance with receivables and credit and collection policy), 6.1(h) (obligor payments), 6.1 (i6.1(i) (handling collections), 6.2 (a6.2(a) (no sales or liens), 6.2(c) (no change in business or ----- policy), 6.2(d) (no subsidiaries, mergers), 6.2(e) (no change in obligor ----- ----- payments), or 6.2(f) (no change in handling collections) (any of the preceding ----- parenthetical phrases in this clause (i) are for purposes of reference only and --------- shall not otherwise affect the meaning or interpretation of any provision hereof), or (ii) shall fail to deliver the Master Servicer Report or comply with any other covenant, agreement or term required to be observed or performed by it under Section 2.8 and such failure shall remain unremedied for two (2) Business Days, (iii) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Sections 2.8, Section 2.9, 2.12 or ------------ --- ---- 2.15, or (iiiiv) shall fail to observe or perform any other term, covenant or ---- agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound, and such failure shall remain unremedied for twenty (20) days; or (b) any representation, warranty, certification or statement made by the Master Servicer in this Agreement, the First Tier Agreement, the Originator Sale Agreements or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) failure of the Master Servicer or any of its Subsidiaries (other than the SPV) to pay when due (after giving effect to any applicable grace period) any amounts due under any agreement under which any Indebtedness greater than $50,000,000 100,000,000 (or its equivalent in any other currency) is governed; or the default by the Master Servicer or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $50,000,000 100,000,000 (or its equivalent in any other currency) was created or is governed, regardless of whether such event is an "“event of default" ” or "“default" ” under any such agreement if the effect of such default is to cause, or permit the holder(s) or any trustee or agent on behalf of holder(s) of such Indebtedness to cause such Indebtedness to become due and payable or required to become prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or (d) any Event of Bankruptcy shall occur with respect to the Master Servicer or any of its Significant Subsidiaries; or (e) there shall have occurred an event which, materially and adversely affects the Master Servicer's ’s ability to either collect the Receivables or to perform its obligations as Master Servicer under this Agreement.

Master Servicer Default. The occurrence of any one or ----------------------- more of the following events shall constitute a "“Master Servicer Default": -----------------------”: (a) The Master Servicer (i) shall fail to make any payment or ------------------- deposit required to be made by it hereunder within one (1) Business Day of when due or the Master Servicer shall fail to observe or perform any term, covenant or agreement on the Master Servicer's ’s part to be performed under Sections 6.1(b)(i) (conduct of business, ownership), 6.1(f) ----------------- ----- (compliance with receivables and credit and collection policy), 6.1(h) (obligor payments), 6.1 (i6.1(i) (handling collections), 6.2 (a6.2(a) (no sales or liens), 6.2(c) (no change in business or ----- policy), 6.2(d) (no subsidiaries, mergers), 6.2(e) (no change in obligor ----- ----- payments), or 6.2(f) (no change in handling collections) (any of the preceding ----- parenthetical phrases in this clause (i) are for purposes of reference only and --------- shall not otherwise affect the meaning or interpretation of any provision hereof), or (ii) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Sections 2.8, 2.9, 2.12 or ------------ --- ---- 2.15, or (iii) shall fail to observe or perform any other term, covenant or ---- agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound, and such failure shall remain unremedied for twenty (20) days; or (b) any representation, warranty, certification or statement made by the Master Servicer in this Agreement, the First Tier Agreement, the Originator Sale Agreements or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing shall prove to have been incorrect in any material respect when made or deemed made; or (c) failure of the Master Servicer or any of its Subsidiaries (other than the SPV) to pay when due (after giving effect to any applicable grace period) any amounts due under any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) is governed; or the default by the Master Servicer or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement under which any Indebtedness greater than $50,000,000 (or its equivalent in any other currency) was created or is governed, regardless of whether such event is an "“event of default" ” or "“default" ” under any such agreement if the effect of such default is to cause, or permit the holder(s) or any trustee or agent on behalf of holder(s) of such Indebtedness to cause such Indebtedness to become due and payable or required to become prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or (d) any Event of Bankruptcy shall occur with respect to the Master Servicer or any of its Significant Subsidiaries; or (e) there shall have occurred an event which, materially and adversely affects the Master Servicer's ’s ability to either collect the Receivables or to perform its obligations as Master Servicer under this Agreement.