Common use of Master Servicer Defaults Clause in Contracts

Master Servicer Defaults. If any one of the following ------------------------ events (a "Master Servicer Default") shall occur and be continuing: ----------------------- (a) failure by the Master Servicer to deliver within one (1) Business Day of when due, any Daily Report or, within three (3) Business Days of when due, any Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 or 4.02; ------------ ---- (b) failure by the Master Servicer or Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement (which, with respect to the Local Servicer, has not been paid by the Master Servicer) or to give any direction with respect to the allocation or transfer of funds under any Pooling and Servicing Agreement, on the date such payment is due or such allocation or transfer is required to be made; (c) failure on the part of the Master Servicer or Local Servicer duly to observe or to perform in any material respect any other of their respective covenants or agreements set forth in any Pooling or Servicing Agreement that has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates and that continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, the Trustee and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Funding Agent; provided that if such failure may be cured and the Master Servicer or the -------- Servicer Guarantor is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and provided, further, that no Master Servicer Default shall be deemed to occur -------- ------- under this subsection with respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; --------------- (d) any representation, warranty or certification made by the Master Servicer, Local Servicer or Servicer Guarantor herein or in any Pooling or Servicing Agreement or in any certificate delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates or on the collectibility of the Receivables as a whole and which Material Adverse Effect continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice thereof, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, to the Trustee and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount; provided, that if such -------- incorrectness may be cured and the Master Servicer is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; (e) an Insolvency Event shall have occurred with respect to the Master Servicer or the Servicer Guarantor; (f) there shall have occurred and be continuing a Program Termination Event under any Origination Agreement; (g) any of this Agreement, the Pooling Agreement, the Supplement or the Origination Agreements shall cease, for any reason, to be in full force and effect, or the Company, the Master Servicer, any Local Servicer or any Affiliate of any of the foregoing, shall so assert in writing; (h) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company, the Master Servicer or Local Servicer or any properties, revenues or rights of any thereof which could reasonably be expected to have a Material Adverse Effect on the Holders of any Outstanding Series of Investor Certificates; or (i) the Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur orcondition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; provided, however, that no Series 2000-1 Early Amortization Event shall be -------- ------- deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $20,000,000; then, in the event of any Master Servicer Default, so long as the Master Servicer Default shall not have been remedied (or waived in accordance with the terms of the Transaction Documents), the Trustee may, and at the written direction of the Holders of Investor Certificates evidencing more than 50% of the Aggregate Invested Amount voting as a single class, the Trustee shall, by notice then given in writing to the Master Servicer each Funding Agent and to each Rating Agency (a "Termination Notice"), terminate all or any part of the ------------------ rights and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling Agreement and Servicing Agreements (other than rights and obligations of the Master Servicer under the Pooling and Servicing Agreements existing prior to a Master Servicer Default); provided that so long as an -------- Affiliate of the Company is the Master Servicer, unless otherwise designated in writing by the Company to the Trustee, any act or omission of the Master Servicer shall not constitute a Master Servicer Default hereunder if and to the extent that such act or omission results only in a failure to transfer to the Company Receipts Account (or otherwise to pay to the Company) any amount which should have been so transferred (or paid). Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to ------------ under clause (a) or (b) above for a period of five (5) Business Days after the applicable grace period shall not constitute a Master Servicer Default, if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by a Force Majeure Delay. After receipt by the Master Servicer of a Termination Notice, and on the date that the Liquidation Servicer or the Successor Master Servicer, as applicable, shall have been appointed by the Trustee pursuant to Section ------- 6.02, all authority and power of the Master Servicer and each Local Servicer ---- under any Pooling and Servicing Agreement to the extent specified in such Termination Notice shall pass to and be vested in the Liquidation Servicer (a "Service Transfer") or the Successor Master Servicer, as applicable, and, ---------------- without limitation, the Trustee is hereby directed, authorized and empowered (upon the failure of the Master Servicer to cooperate) to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the refusal of the Master Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no liability in connection with effecting such Service Transfer. The Master Servicer and each Local Servicer agrees to cooperate with the Company, the Trustee and or the Liquidation Servicer or the Successor Master Servicer, as applicable, in effecting the termination of the responsibilities and rights of the Master Servicer and each Local Servicer to conduct their duties hereunder, including, without limitation, the transfer to the Liquidation Servicer or the Successor Master Servicer, as applicable, of all authority of the Master Servicer and each Local Servicer to service the Receivables, provided for under the Pooling and Servicing Agreements (including without limitation, all authority over all Collections that shall on the date of transfer be held by the Master Servicer for deposit, or that have been deposited by the Master Servicer, in any Collection Account, Master Collection Account or Company Concentration Account or that shall thereafter be received with respect to the Receivables), and in assisting the Liquidation Servicer or the Successor Master Servicer, as the case may be. Upon a Service Transfer, the terminated Master Servicer and each Local Servicer shall promptly (x) assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer programs and any necessary licenses (to the extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables which are the subject of the Participation and (ii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Reports, (iii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to effect the immediate Collection of such Receivables, with or without the participation of an Originator or the Master Servicer and (y) deliver to the extent permitted by law or license (to the extent transferable) the use of all of the foregoing documents, instruments and other records to such Liquidation Servicer or the Successor Master Servicer, as the case may be, at a place designated by such Liquidation Servicer or the Successor Master Servicer, as the case may be; provided, however, that the -------- ------- Master Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such ownership interests to the Liquidation Servicer or the Successor Master Servicer, as the case may be. In recognition of the terminated Master Servicer's need to have access to any such documents, instruments and other records that may be transferred to the Liquidation Servicer or the Successor Master Servicer, as the case may be, hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not the subject of the Participation or otherwise, such Liquidation Servicer or Successor Master Servicer, as the case may be, shall provide to such terminated Master Servicer reasonable access to such documents, instruments and other records transferred by such terminated Master Servicer to it in connection with any activity arising in the ordinary course of the terminated Master Servicer's business; provided that the terminated Master -------- Servicer shall not disrupt or otherwise interfere with the Liquidation Servicer's or the Successor Master Servicer's, as the case may be, use of and access to such documents, instruments and other records. To the extent that compliance with this Section 6.01 shall require the terminated Master Servicer ------------ to disclose to such Successor Master Servicer information of any kind that the terminated Master Servicer reasonably deems to be confidential, the Liquidation Servicer or the Successor Master Servicer, as the case may be, shall be required to enter into such customary licensing and confidentiality agreements as the terminated Master Servicer shall reasonably deem necessary to protect its interests. All costs and expenses incurred by the terminated Master Servicer and the Trustee in connection with any Service Transfer shall be for the account of the terminated Master Servicer and to the extent any costs or expenses incurred by the Trustee are not so paid, the Trustee shall be entitled to be paid such items from amounts that would otherwise be distributable to the Company under Article III of the Pooling Agreement.

Master Servicer Defaults. If any one (a) Each of the following ------------------------ events (shall constitute a "“Master Servicer Default") shall occur and be continuing: -----------------------”: (ai) failure by the Master Servicer to deliver within one (1) Business Day (or, if such failure is by a Force Majeure Event, six (6) Business Days) of when due, any Daily Weekly Report or, within three (3) Business Days (or, if such failure is by a Force Majeure Event, eight (8) Business Days) of when due, any Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 or 4.02; ------------ ----; (bii) failure by the Master Servicer or any Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing this Agreement or the U.S. Receivables Loan Agreement (which, with respect to the such Local Servicer, has not been paid by the Master ServicerServicer as a Servicer Advance) or to give any direction with respect to the allocation or transfer of funds under any Pooling and Servicing this Agreement or the U.S. Receivables Loan Agreement, on the date such payment is due or such allocation or transfer is required to be made; (ciii) failure on the part of the Master Servicer or any Local Servicer duly to observe or to perform in any material respect (provided, that the materiality threshold in this clause (iii) shall not be applicable with respect to any covenant or agreement which itself contains a materiality threshold) any other of their respective covenants or agreements set forth in any Pooling this Agreement or Servicing the U.S. Receivables Loan Agreement that has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates and that if such failure continues unremedied until five (5) Business Days after the earlier of (iA) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (iiB) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A1) to the Master Servicer by the Company Company, any Funding Agent, the Administrative Agent or the TrusteeCollateral Agent, or (B2) to the Company, the Trustee Collateral Agent and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Funding Agent or the Administrative Agent; provided that if such failure may be cured (as reasonably determined by the Administrative Agent acting at the direction of the Funding Agents) and the Master Servicer or the -------- Servicer Guarantor is diligently pursuing such curecure (as reasonably determined by the Administrative Agent acting at the direction of the Funding Agents), such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and provided, further, that no Master Servicer Default shall be deemed to occur -------- ------- under this subsection with respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; ---------------; (div) any representation, warranty or certification made by the Master Servicer, any Local Servicer or the Servicer Guarantor herein in this Agreement or in any Pooling or Servicing the U.S. Receivables Loan Agreement or in any certificate delivered pursuant thereto shall prove to have been incorrect in any material respect (provided, that the materiality threshold in this clause (iv) shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold) when made or deemed made, which incorrectness has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates or on the collectibility of the Receivables as a whole made and which Material Adverse Effect continues unremedied until five (5) Business Days after the earlier of (iA) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (iiB) the date on which written notice thereof, requiring the same to be remedied, shall have been given (A1) to the Master Servicer by the Company or the TrusteeCollateral Agent, or (B2) to the Company, to the Trustee Collateral Agent and to the Master Servicer by Holders of Investor Certificates evidencing 25% any Funding Agent or more of the Aggregate Invested AmountAdministrative Agent; provided, that if such -------- incorrectness may be cured (as reasonably determined by the Administrative Agent acting at the direction of the Funding Agents) and the Master Servicer is diligently pursuing such curecure (as reasonably determined by the Administrative Agent acting at the direction of the Funding Agents), such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; (ev) an Insolvency Event shall have occurred with respect to the Master Servicer or the Servicer Guarantor; (fvi) there shall have occurred and be continuing a Program Termination Event under any Origination Agreement; (gvii) any of this Agreement, the Pooling Agreement, the Supplement Agreement or the Origination Agreements U.S. Receivables Loan Agreement shall cease, for any reason, to be in full force and effect, or the Company, the Master Servicer, any Local Servicer or any Affiliate of any of the foregoing, shall so assert in writing; (hviii) any action, suit, investigation or proceeding at law or in equity (including, without limitation, including injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company, the Master Servicer or Servicer, any Local Servicer or any properties, revenues or rights of any thereof which could reasonably be expected to have a Material Adverse Effect on the Holders of any Outstanding Series of Investor CertificatesSecured Parties; or (iA) the Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (B) any other event shall occur orcondition or condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; provided, however, that no Series 2000-1 Early Amortization Event Master Servicer Default shall be -------- ------- deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $20,000,000; then, in the event of any Master Servicer Default, so 50,000,000. (b) So long as the any Master Servicer Default shall not have been remedied (or waived in accordance with the terms of the Transaction Documents), the Trustee Administrative Agent may, and at the written direction of the Holders of Investor Certificates evidencing Funding Agent(s) representing more than 50% of the Aggregate Invested Amount voting Principal Balance of the Loans; provided, however, that so long as a single classthere are only two Lender Groups, the Trustee Funding Agents for both Lender Groups shall have consented, the Administrative Agent shall, by notice then given in writing to the Master Servicer each Funding Agent and to each Rating Agency (a "“Termination Notice"”), terminate all or any part of the ------------------ rights and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling U.S. Receivables Loan Agreement and Servicing Agreements this Agreement (other than rights and obligations of the Master Servicer and the Local Servicers under this Agreement and the Pooling and Servicing Agreements U.S. Receivables Loan Agreement existing prior to a Master Servicer Default); provided that so long as an -------- Affiliate of the Company is the Master Servicer, unless otherwise designated in writing by the Company to the TrusteeCollateral Agent, any act or omission of the Master Servicer shall not constitute a Master Servicer Default hereunder if and to the extent that such act or omission results only in a failure to transfer to the Company Receipts Account (or otherwise to pay to the Company) any amount which should have been so transferred (or paid). Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to ------------ under clause (a) or (b) above for a period of five (5) Business Days after the applicable grace period shall not constitute a Master Servicer Default, if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by a Force Majeure Delay. After receipt by the Master Servicer of a Termination Notice or delivery by the Master Servicer of a Resignation Notice, and on the date that the Liquidation Servicer or the Successor Master Servicer, as applicable, Servicer shall have been appointed notified by the Trustee Administrative Agent of the commencement of its services to be provided pursuant to Section ------- 6.02, all authority and power of the Master Servicer and each Local Servicer ---- under any Pooling this Agreement and Servicing the U.S. Receivables Loan Agreement to the extent specified in such Termination Notice shall pass to and be vested in the Liquidation designated Successor Master Servicer (a "“Service Transfer") or ”), and each of the Successor Master Servicer, as applicable, and, ---------------- without limitation, Administrative Agent and the Trustee Collateral Agent is hereby directed, authorized and empowered (upon the failure of the Master Servicer or any Local Servicer to cooperate) to execute and deliver, on behalf of the Master Servicer or such Local Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the refusal of the Master Servicer or any Local Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and neither the Trustee Administrative Agent nor the Collateral Agent shall incur no any liability in connection with effecting such Service Transfer. The Master Servicer and each Local Servicer each agrees to cooperate with the Company, the Trustee and or Collateral Agent, the Liquidation Servicer Administrative Agent or the Successor Master Servicer, as applicable, in effecting the termination of the responsibilities and rights of the Master Servicer and each Local Servicer to conduct their duties hereunder, including, without limitation, including the transfer to the Liquidation Servicer or the Successor Master Servicer, as applicable, Servicer of all authority of the Master Servicer and each Local Servicer to service the Receivables, provided for under this Agreement and the Pooling and Servicing Agreements U.S. Receivables Loan Agreement (including without limitation, all authority over all Collections that shall on the date of transfer be held by the Master Servicer or any Local Servicer for deposit, or that have been deposited by the Master Servicer or such Local Servicer, in any Collection Account, Master Collection Account or Company Concentration Account or that shall thereafter be received with respect to the Receivables), and in assisting the Liquidation Servicer or the Successor Master Servicer, as the case may be. . (c) Upon a Service Transfer, the terminated Master Servicer and each Local Servicer shall promptly (x) assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer programs and any necessary licenses (to the extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables which are the subject of the Participation and (ii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Reports and, to the extent applicable, Weekly Reports, (iii) are otherwise necessary to immediately enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer to effect the immediate Collection of such Receivables, with or without the participation of an Originator or the Master Servicer and (y) deliver to the extent permitted by law or license (to the extent transferable) the use of all of the foregoing documents, instruments and other records to such Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer at a place designated by such Liquidation Servicer or the Successor Master Servicer, as the case may be; provided, however, that the -------- ------- Master Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such ownership interests to the Liquidation Successor Master Servicer; provided, further, that the Master Servicer shall remain obligated to make such electronic records, software or licenses (or copies thereof) available to the Successor Master Servicer, as Servicer to the case may beextent permitted by law or license (to the extent transferable). In recognition of the terminated Master Servicer's ’s need to have access to any such documents, instruments and other records that may be transferred to the Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not the subject of the Participation a security interest or otherwise, such Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer shall provide to such terminated Master Servicer reasonable access to such documents, instruments and other records transferred by such terminated Master Servicer to it in connection with any activity arising in the ordinary course of the terminated Master Servicer's ’s business; provided that the terminated Master -------- Servicer shall not disrupt or otherwise interfere with the Liquidation Servicer's or the Successor Master Servicer's, as the case may be, ’s use of and access to such documents, instruments and other records. To the extent that compliance with this Section 6.01 shall require the terminated Master Servicer ------------ to disclose to such Successor Master Servicer information of any kind that the terminated Master Servicer reasonably deems to be confidential, the Liquidation Servicer or the Successor Master Servicer, as the case may be, Servicer shall be required to enter into such customary licensing and confidentiality agreements as the terminated Master Servicer shall reasonably deem necessary to protect its interests. . (d) All costs and expenses incurred by the terminated Master Servicer and Servicer, a Local Servicer, the Trustee Successor Servicer, the Administrative Agent or the Collateral Agent in connection with any Service Transfer shall be for the account of the terminated Master Servicer and to the extent any costs or expenses incurred by any such Person other than the Trustee Master Servicer are not so paid, the Trustee such Person shall be entitled to be paid such items from amounts that would otherwise be distributable allocated to the Company payment of such costs and expenses under Article III Sections 17 and 18 of the Pooling U.S. Receivables Loan Agreement.

Master Servicer Defaults. If any one of the following ------------------------ events (a "“Master Servicer Default"”) shall occur and be continuing: -----------------------: (a) failure by the Master Servicer to deliver within one (1) Business Day of when due, any Daily Report or, within three (3) Business Days of when due, any Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 or 4.02; ------------ ----; (b) failure by the Master Servicer or any Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement (which, with respect to the such Local Servicer, has not been paid by the Master ServicerServicer by way of a Servicing Advance) or to give any direction with respect to the allocation or transfer of funds under any Pooling and Servicing Agreement, on the date such payment is due or such allocation or transfer is required to be made; (c) failure on the part of the Master Servicer or any Local Servicer duly to observe or to perform in any material respect any other of their respective covenants or agreements set forth in any Pooling or Servicing Agreement that if such failure has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates and that continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, the Trustee and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Funding Agent; provided that if such failure may be cured and the Master Servicer or the -------- Servicer Guarantor is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and provided, further, that no Master Servicer Default shall be deemed to occur -------- ------- under this subsection with respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; ---------------; (d) any representation, warranty or certification made by the Master Servicer, Local Servicer or Servicer Guarantor herein or in any Pooling or Servicing Agreement or in any certificate delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness has a Material Adverse Effect on the Holders of any Outstanding Investor Certificates or on the collectibility of the Receivables as a whole and which Material Adverse Effect continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) the date on which written notice thereof, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to the Company, to the Trustee and to the Master Servicer by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amountany Funding Agent; provided, that if such -------- incorrectness may be cured and the Master Servicer is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; (e) an Insolvency Event shall have occurred with respect to the Master Servicer or the Servicer Guarantor; (f) there shall have occurred and be continuing a Program Termination Event under any Origination Agreement; (g) any of this Agreement, the Pooling Agreement, the Supplement and Servicing Agreement or the Origination Agreements Agreement shall cease, for any reason, to be in full force and effect, or the Company, the Master Servicer, any Local Servicer or any Affiliate of any of the foregoing, shall so assert in writing; (h) any action, suit, investigation or proceeding at law or in equity (including, without limitation, including injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company, the Master Servicer or any Local Servicer or any properties, revenues or rights of any thereof which could reasonably be expected to have a Material Adverse Effect on the Holders of any Outstanding Series of Investor Certificates; or (i) (a) the Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or (b) any other event shall occur orcondition or condition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; provided, however, that no Series 2000-1 Early Amortization Event Master Servicer Default shall be -------- ------- deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $20,000,00050,000,000; then, in the event of any Master Servicer Default, so long as the Master Servicer Default shall not have been remedied (or waived in accordance with the terms of the Transaction Documents), the Trustee may, and at the written direction of the Holders of Investor Certificates evidencing Funding Agent(s) representing more than 50% of the Aggregate Invested Amount voting as a single classAmount, the Trustee shall, by notice then given in writing to the Master Servicer each Funding Agent and to each Rating Agency (a "“Termination Notice"”), terminate all or any part of the ------------------ rights and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling Agreement and Servicing Agreements (other than rights and obligations of the Master Servicer under the Pooling and Servicing Agreements existing prior to a Master Servicer Default); provided that so long as an -------- Affiliate of the Company is the Master Servicer, unless otherwise designated in writing by the Company to the Trustee, any act or omission of the Master Servicer shall not constitute a Master Servicer Default hereunder if and to the extent that such act or omission results only in a failure to transfer to the Company Receipts Account (or otherwise to pay to the Company) any amount which should have been so transferred (or paid). Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to ------------ under clause (a) or (b) above for a period of five (5) Business Days after the applicable grace period shall not constitute a Master Servicer Default, if such delay or failure could not have been prevented by the exercise of commercially reasonable diligence by the Master Servicer and such delay or failure was caused by a Force Majeure DelayDelay with respect to the Master Servicer. After receipt by the Master Servicer of a Termination Notice or delivery by the Master Servicer of a Resignation Notice, and on the date that the Liquidation Servicer or the Successor Master Servicer, as applicable, shall have been appointed notified by the Trustee of the commencement of its services to be provided pursuant to Section ------- 6.02, all authority and power of the Master Servicer and each Local Servicer ---- under any Pooling and Servicing Agreement to the extent specified in such Termination Notice shall pass to and be vested in the Liquidation Servicer (a "“Service Transfer"”) or the Successor Master Servicer, as applicable, and, ---------------- without limitation, and the Trustee is hereby directed, authorized and empowered (upon the failure of the Master Servicer to cooperate) to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the refusal of the Master Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no liability in connection with effecting such Service Transfer. The Master Servicer and each Local Servicer agrees to cooperate with the Company, the Trustee and or the Liquidation Servicer or the Successor Master Servicer, as applicable, in effecting the termination of the responsibilities and rights of the Master Servicer and each Local Servicer to conduct their duties hereunder, including, without limitation, including the transfer to the Liquidation Servicer or the Successor Master Servicer, as applicable, of all authority of the Master Servicer and each Local Servicer to service the Receivables, provided for under the Pooling and Servicing Agreements (including without limitation, all authority over all Collections that shall on the date of transfer be held by the Master Servicer for deposit, or that have been deposited by the Master Servicer, in any Collection Account, Master Collection Account or Company Concentration Account or that shall thereafter be received with respect to the Receivables), and in assisting the Liquidation Servicer or the Successor Master Servicer, as the case may be. Upon a Service Transfer, the terminated Master Servicer and each Local Servicer shall promptly (x) assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer programs and any necessary licenses (to the extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables which are the subject of the Participation and (ii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Reports, (iii) are otherwise necessary to immediately enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to effect the immediate Collection of such Receivables, with or without the participation of an Originator or the Master Servicer and (y) deliver to the extent permitted by law or license (to the extent transferable) the use of all of the foregoing documents, instruments and other records to such Liquidation Servicer or the Successor Master Servicer, as the case may be, at a place designated by such the Liquidation Servicer or the Successor Master Servicer, as the case may be; provided, however, that the -------- ------- Master Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such ownership interests to the Liquidation Servicer or the Successor Master Servicer, as the case may be. In recognition of the terminated Master Servicer's ’s need to have access to any such documents, instruments and other records that may be transferred to the Liquidation Servicer or the Successor Master Servicer, as the case may be, hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not the subject of the Participation or otherwise, such the Liquidation Servicer or the Successor Master Servicer, as the case may be, shall provide to such terminated Master Servicer reasonable access to such documents, instruments and other records transferred by such terminated Master Servicer to it in connection with any activity arising in the ordinary course of the terminated Master Servicer's ’s business; provided that the terminated Master -------- Servicer shall not disrupt or otherwise interfere with the Liquidation Servicer's ’s or the Successor Master Servicer's’s, as the case may be, use of and access to such documents, instruments and other records. To the extent that compliance with this Section 6.01 shall require the terminated Master Servicer ------------ to disclose to such Successor Master Servicer information of any kind that the terminated Master Servicer reasonably deems to be confidential, the Liquidation Servicer or the Successor Master Servicer, as the case may be, shall be required to enter into such customary licensing and confidentiality agreements as the terminated Master Servicer shall reasonably deem necessary to protect its interests. All costs and expenses incurred by the terminated Master Servicer and the Trustee in connection with any Service Transfer shall be for the account of the terminated Master Servicer and to the extent any costs or expenses incurred by the Trustee are not so paid, the Trustee shall be entitled to be paid such items from amounts that would otherwise be distributable to the Company under Article III of the Pooling Agreement.

Master Servicer Defaults. If any one of the following ------------------------ events (a "Master Servicer Default") shall occur and be continuing: -----------------------: (a) failure by the Master Servicer to deliver within one (1) Business Day of when duemake any payment, any Daily Report or, within three (3) Business Days of when due, any Monthly Settlement Report, in each case conforming in all material respects to the requirement of Section 4.01 transfer or 4.02; ------------ ---- (b) failure by the Master Servicer or Local Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement (which, with respect to the Local Servicer, has not been paid by the Master Servicer) deposit or to give any direction with respect instructions or to give notice to the allocation Trustee to make such payment, transfer or transfer of funds under any Pooling and Servicing Agreement, deposit on the date such payment is due payment, transfer or deposit or such allocation instruction or notice is required to be made or given, as the case may be, under the terms of this Agreement or any Supplement on or before the second Business Day after the date such payment, transfer or deposit is required to be made; (cb) failure on the part of the Master Servicer or Local Servicer duly to observe or to perform in any material respect any other of their respective covenants or agreements of the Master Servicer set forth in this Agreement or any Pooling or Servicing Agreement Supplement that has a Material Adverse Effect on the Holders holder of the Exchangeable Company Certificate or the Certificates of any Outstanding Investor Certificates and that Series or on the collectability of the Receivables, which failure continues unremedied until five for a period of 30 days (5) Business Days after the earlier of (i) the date on which a Responsible Officer of unless the Master Servicer has knowledge of such failure is proceeding diligently and (iiin good faith to remedy the breach, in which case, it shall have up to an additional 30 days to accomplish the remedy so long as its efforts continue diligently and in good faith in furtherance thereof) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or (B) to by the Company, the Trustee and to the Master Servicer by Holders holders of Investor Certificates of any Series evidencing 25undivided interests in the Trust Assets aggregating more than 10% or more of the Aggregate Invested Amount of any Series materially adversely affected thereby; or by any Funding Agent; provided that if such failure may be cured and the Master Servicer or the -------- Servicer Guarantor is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days; and provided, further, that no Master Servicer Default shall be deemed to occur -------- ------- under this subsection with respect to a failure on the part of the Master Servicer if the Master Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; ---------------assign its duties under this Agreement, except as permitted by Sections 10.11, 10.14 and 10.16; (dc) any representation, warranty or certification made by the Master ServicerServicer in this Agreement, Local Servicer or Servicer Guarantor herein or in any Pooling or Servicing Agreement Supplement or in any certificate or report delivered pursuant thereto to this Agreement or any Supplement shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness (i) has a Material Adverse Effect on the Holders rights of the holder of the Exchangeable Company Certificate or the Investor Certificates of any Outstanding Investor Certificates Series or on the collectibility of the Receivables as a whole and which Material Adverse Effect continues unremedied until five (5) Business Days after the earlier of (i) the date on which a Responsible Officer of the Master Servicer has knowledge of such failure and (ii) materially adversely affects the collectability of the Receivables, and which failure continues unremedied for a period of 30 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given (A) to the Master Servicer by the Company or the Trustee, or by the holders of Investor Certificates of any Series evidencing undivided interests in the Trust Assets aggregating more than 10% of the Invested Amount of any Series materially adversely affected thereby; or (Bd) to the Company, to the Trustee and to the Master Servicer were to receive a rating on any of its Indebtedness and such meeting were below "B+" as specified by Holders of Investor Certificates evidencing 25% or more of the Aggregate Invested AmountS&P; provided, that if such -------- incorrectness may be cured and the Master Servicer is diligently pursuing such cure, such event shall not constitute a Master Servicer Default for an additional five (5) calendar days;or (e) an An Insolvency Event shall have occurred with respect to the Master Servicer or the Servicer Guarantor; (f) there shall have occurred and be continuing a Program Termination Event under any Origination Agreement; (g) any of this Agreement, the Pooling Agreement, the Supplement or the Origination Agreements shall cease, for any reason, to be in full force and effect, or the Company, the Master Servicer, any Local Servicer or any Affiliate of any of the foregoing, shall so assert in writing; (h) any action, suit, investigation or proceeding at law or in equity (including, without limitation, injunctions, writs or restraining orders) shall be brought or commenced or filed by or before any arbitrator, court or Governmental Authority against the Company, the Master Servicer or Local Servicer or any properties, revenues or rights of any thereof which could reasonably be expected to have a Material Adverse Effect on the Holders of any Outstanding Series of Investor Certificates; or (i) the Servicer Guarantor or any of its Subsidiaries shall default in the observance or performance of any agreement or condition relating to any of its outstanding Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur orcondition exist, the effect of which default or other event or condition is to cause such Indebtedness to become due prior to its stated maturity; provided, however, that no Series 2000-1 Early Amortization Event shall be -------- ------- deemed to occur under this paragraph unless the aggregate amount of Indebtedness in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be equal to at least $20,000,000occurred; then, in the event of any Master Servicer Default, so long as the Master Servicer Default shall not have been remedied (or waived in accordance with the terms of the Transaction Documents)remedied, the Trustee may, and at the written direction of the Holders holders of Investor Certificates evidencing more than 50% of the Aggregate Invested Amount voting as a single classof the Controlling Class of any Series materially and adversely affected thereby, the Trustee shall, shall by notice then given in writing to the Master Servicer and the Company (with a copy thereof to each Funding Rating Agency, each Agent and to each Rating Agency the Trustee if given by a Person other than the Trustee) (a "Termination Notice"), may terminate all or any part of the ------------------ rights and obligations of the Master Servicer and each Local Servicer hereunder and under the Pooling Agreement and Servicing Agreements (other than rights and obligations of the as Master Servicer under the Pooling and Servicing Agreements existing prior to a Master Servicer Default); provided that so long as an -------- Affiliate of the Company is the Master Servicer, unless otherwise designated in writing by the Company to the Trustee, any act or omission of the Master Servicer shall not constitute a Master Servicer Default hereunder if and to the extent that such act or omission results only in a failure to transfer to the Company Receipts Account (or otherwise to pay to the Company) any amount which should have been so transferred (or paid). Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to ------------ under clause (a) or (b) above for a period of five (5) Business Days after the applicable grace period shall not constitute a Master Servicer Default, if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by a Force Majeure DelayAgreement. After receipt by the Master Servicer of a Termination Notice, and on the date that the Liquidation a Successor Servicer or the Successor Master Servicer, as applicable, shall have been appointed by the Trustee pursuant to Section ------- 6.0210.7, all authority and power of the Master Servicer under this Agreement and each Local Servicer ---- under any Pooling and Servicing Agreement to the extent specified in such Termination Notice Supplement shall pass to and be vested in the Liquidation a Successor Servicer (a "Service Servicing Transfer") or the Successor Master Servicer, as applicable, ); and, ---------------- without limitation, the Trustee is hereby directed, authorized and empowered (upon the failure of the Master Servicer to cooperate) to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, which grant of authority is irrevocable and coupled with an interest, all documents and other instruments upon the refusal failure of the Master Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no liability in connection with effecting such Service Servicing Transfer. The removed Master Servicer and each Local Servicer agrees to cooperate with the CompanyTrustee, the Trustee Company and or the Liquidation such Successor Servicer or the Successor Master Servicer, as applicable, in effecting the termination of the responsibilities and rights of the removed Master Servicer and each Local Servicer to conduct their duties servicing hereunder, including, without limitation, the transfer to the Liquidation such Successor Servicer or the Successor Master Servicer, as applicable, of all authority of the removed Master Servicer and each Local Servicer to service the Receivables, Receivables provided for under the Pooling and Servicing Agreements (including this Agreement, including, without limitation, all authority over all Collections that which shall on the date of transfer be held by the Master Servicer for deposit, or that which have been deposited by the Master Servicer, Servicer in any the Lockbox Account or Collection Account, Master Collection Account or Company Concentration Account or that which shall thereafter be received with respect to the Receivables), and in assisting the Liquidation Servicer or the Successor Master Servicer, as the case may be. Upon a Service Transfer, the terminated The removed Master Servicer and each Local Servicer shall at its expense promptly (x) assemble all of its documentstransfer, instruments and other records (including credit files, licenses (to the extent transferable)it is permitted by applicable law to do so, rightsits electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer, copies of all relevant computer programs and any necessary licenses (to the extent transferable) it is permitted by applicable law to do so, to the Successor Servicer all other records, correspondence and documents necessary for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables which are the subject continued servicing of the Participation Receivables in the manner and (ii) are otherwise necessary to enable the Liquidation Servicer or at such times as the Successor Master ServicerServicer shall reasonably request and shall, as the case may be, to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Reports, (iii) are otherwise necessary to enable the Liquidation Servicer or the Successor Master Servicer, as the case may be, to effect the immediate Collection of such Receivables, with or without the participation of an Originator or the Master Servicer and (y) deliver to the extent permitted not prohibited by law licensing restrictions, provide access to or license (copies of computer software, including by means of sublicensing arrangements if applicable, to the extent transferable) necessary for the use of all continued servicing of the foregoing documents, instruments and other records to such Liquidation Servicer or the Successor Master Servicer, as the case may be, at a place designated by such Liquidation Servicer or the Successor Master Servicer, as the case may beReceivables; provided, however, that the -------- ------- removed Master Servicer shall not be required, to the extent it has an ownership interest in any electronic records, computer software or licenses, to transfer, assign, set-over or otherwise convey such ownership interests interest(s) to the Liquidation Successor Servicer. The removed Master Servicer or at its expense shall provide the Successor Servicer with access to any computer hardware in its possession for a reasonable time after the removed Master Servicer's termination to the extent necessary for the uninterrupted servicing of the Receivables. Notwithstanding the foregoing, the Master Servicer shall not be required to provide such access, whether with respect to computer hardware or software, if to provide such access would violate applicable contractual restrictions (including pursuant to any licensing arrangements to which the removed Master Servicer, as is a party); provided, however, that the case may be. In recognition of removed Master Servicer shall use its reasonable best efforts in seeking consents or waivers necessary to permit the terminated Master Servicer's need Successor Servicer to have access to any such documents, instruments and other records that may be transferred to the Liquidation Servicer or the Successor Master Servicer, as the case may be, hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not the subject of the Participation or otherwise, such Liquidation Servicer or Successor Master Servicer, as the case may be, shall provide to such terminated Master Servicer reasonable access to such documents, instruments and other records transferred by such terminated Master Servicer to it in connection with any activity arising in the ordinary course of the terminated Master Servicer's business; provided that the terminated Master -------- Servicer shall not disrupt or otherwise interfere with the Liquidation Servicer's or the Successor Master Servicer's, as the case may be, use of and access to such documents, instruments and other recordsaccess. To the extent that compliance with this Section 6.01 10.6 shall require the terminated removed Master Servicer ------------ to disclose to such the Successor Master Servicer information of any kind that which the terminated removed Master Servicer reasonably deems to be confidential, the Liquidation Successor Servicer or the Successor Master Servicer, as the case may be, shall be required to enter into such customary licensing and confidentiality agreements as the terminated removed Master Servicer shall reasonably deem necessary to protect its interestsinterest. All Notwithstanding the foregoing, a delay in or failure of performance under this Section 10.6 shall not constitute a removed Master Servicer Default for a period not to exceed 90 days if such delay or failure was caused by an Act of God, the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes and no funds have been remitted to General Cable Industries, Inc. or the Company. The preceding sentence shall not relieve the removed Master Servicer from using reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and each Supplement, and the removed Master Servicer shall provide the Trustee, the Rating Agencies, each Agent, the Company and the Investor Certificateholders with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Trustee, any Agent and the Investor Certificateholder in writing of any Potential Master Servicer Default. In connection with any Servicing Transfer, all reasonable costs and expenses (including attorneys, fees) incurred by the terminated Master Servicer and the Trustee in connection with any Service Transfer transferring the Receivables to the Successor Servicer and entering into a written assumption and agreement with the Successor Servicer pursuant to this Section 10.6 and Section 10.7 shall be for paid by the account of the terminated removed Master Servicer upon presentation of reasonable documentation of such costs and to the extent any costs or expenses incurred and if not paid by the Trustee are not so paid, the Trustee removed Master Servicer shall be entitled payable up to be paid such items an amount not to exceed $100,000 from amounts that would otherwise be distributable to held in the Company under Article III of the Pooling AgreementCollection Account.