Common use of Administrator Defaults Clause in Contracts

Administrator Defaults. Any of the following events shall constitute an "Administrator Default": (a) any failure by the Administrator in its capacity as Administrator to make any payment, transfer or deposit, or deliver any report, required by any Transaction Document to be made by it or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit, which failure continues unremedied (A) in the case of distributions of interest to the Certificateholders or the delivery of such reports, for three Business Days and (B) in the payments not included in clause (A) above, for five Business Days after the date on which an Authorized Officer of the Administrator has actual knowledge of such failure; 45 (b) failure on the part of the Administrator duly to observe or perform in any material respect any other covenants or agreements of the Administrator set forth in this Agreement or any other Transaction Document, which failure has a Material Adverse Effect and continues unremedied for a period of 30 days after the earlier to occur of (i) the date on which the Administrator has knowledge thereof and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder; (c) the Administrator shall assign its duties under this Agreement, except as permitted by Sections 3.01(b) and 8.03; (d) any representation, warranty or certification made by the Administrator in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or delivered, which has a material adverse effect on the Certificateholders of any Series and which material adverse effect continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder; or (e) any Event of Bankruptcy shall occur with respect to the Administrator. (f) the Administrator, Master Servicer or Servicer or any Affiliate thereof or any other Person (as such terms are defined in the applicable Transaction Documents and Trust Documents) is terminated or not continued as administrator, servicer or master servicer under any of the Trust Documents or under any securitization or warehouse transaction or any other transaction to which First Union National Bank, or any of its affiliates or subsidiaries is a party; (g) any Servicer Default, Servicer Termination Event or any other breach of servicing or administration obligations (which has not been duly waived or cured) under any of the Trust Documents or under any securitization or warehouse transaction or any other transaction to which First Union National Bank, or any of its affiliates or subsidiaries is a party shall occur; (h) a Liquidation Event shall occur hereunder (provided, however, that noncompliance with the Portfolio Requirements shall not constitute an Administrator Default hereunder); or (i) the Administrator shall fail to have developed a plan to avoid any Year 2000 Problems or a Y2KMAE as required by Section 8.02(d) hereof. Notwithstanding the foregoing, in the event of an Administrator Default described in Section 10.01(a) through and including (i) above, then (unless all Class B Certificateholders shall have directed the Trustee and the Administrator otherwise in writing), all (but not less than all) the rights and obligations of the Administrator as Administrator under this Agreement, and to the Receivables, the Related Transferred Assets and the proceeds thereof, shall terminate. In the event of any Administrator Default described in (a)-(i), so long as the Administrator Default shall not have been remedied, the Trustee may (and, at the direction of the Required Certificateholders, shall), deliver to National Financial Auto Receivables Master Trust, written confirmation of such termination (a "Termination Notice") indicating the date thereof and the reasons therefor with a copy of such Termination Notice to the Administrator. As soon as possible, and in any event within five Business Days, after an Authorized Officer of the Administrator has obtained knowledge of the occurrence of any Administrator Default, the Administrator shall furnish the Trustee, and the Applicable Rating Agencies, and the Trustee shall promptly furnish each Certificateholder, notice of such Administrator Default. Notwithstanding the foregoing, a delay in or failure in performance referred to in Subsection (a) above for a period of 10 Business Days after the applicable grace period, or in subsection (b) or (d) above for a period of 30 Business Days after the applicable grace period, shall not constitute an Administrator Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Administrator and such delay or failure was caused by an act of God or the public enemy, riots, acts of war, acts of terrorism, epidemics, flood, embargoes, weather, landslides, fire, earthquakes or similar causes. The preceding sentence shall not relieve the Administrator from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and the Administrator shall promptly give the Trustee, and NAFCO an Officer's Certificate notifying them of such failure or delay by it.

Administrator Defaults. Any of the following events shall constitute an "Administrator Default": (a) any failure by the Administrator in its capacity as Administrator to make any payment, transfer or deposit, or deliver any report, required by any Transaction Document to be made by it or to give instructions or to give notice to the Trustee to make such payment, transfer or deposit, which failure continues unremedied (A) in the case of distributions of interest to the Certificateholders or the delivery of such reports, for three Business Days and (B) in the case of all payments not included in clause (A) above, for five Business Days Day after the date on which an Authorized Officer of the Administrator has actual knowledge of such failure; 45; (b) failure on the part of the Administrator duly to observe or perform in any material respect any other covenants or agreements of the Administrator set forth in this Agreement or any other Transaction Document, which failure has a Material Adverse Effect and continues unremedied for a period of 30 days after the earlier to occur of (i) the date on which the Administrator has knowledge thereof and (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder; (c) the Administrator shall assign its duties under this Agreement, except as permitted by Sections 3.01(b) and 8.03; (d) any representation, warranty or certification made by the Administrator in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or delivered, which has a material adverse effect on the Certificateholders of any Series and which material adverse effect continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Administrator by the Trustee, or to the Administrator and the Trustee by any Certificateholder; or (e) any Event of Bankruptcy shall occur with respect to the Administrator. (f) the Administrator, Master Servicer or Servicer or any Affiliate thereof or any other Person (as such terms are defined in the applicable Transaction Documents and Trust Documents) is terminated or not continued as administrator, servicer or master servicer under any of the Trust Documents or under any securitization or warehouse transaction or any other transaction to which First Union National Bank, or any of its affiliates or subsidiaries is a party; (g) any Servicer Default, Servicer Termination Event or any other breach of servicing or administration obligations (which has not been duly waived or cured) under any of the Trust Documents or under any securitization or warehouse transaction or any other transaction to which First Union National Bank, or any of its affiliates or subsidiaries is a party shall occur; (h) a Liquidation Event shall occur hereunder (provided, however, that noncompliance with the Portfolio Requirements shall not constitute an Administrator Default hereunder); or (i) the Administrator shall fail to have developed a plan to avoid any Year 2000 Problems or a Y2KMAE as required by Section 8.02(d) hereof. Notwithstanding the foregoing, in the event of an Administrator Default described in Section 10.01(a) through and including (i) above, then (unless all Class B Certificateholders shall have directed the Trustee and the Administrator otherwise in writing), all (but not less than all) the rights and obligations of the Administrator as Administrator under this Agreement, and to the Receivables, the Related Transferred Assets and the proceeds thereof, shall terminate. In the event of any Administrator Default described in (a)-(i)Default, so long as the Administrator Default shall not have been remedied, the Trustee may (and, at the direction of the Required Certificateholders, shall), deliver by notice then given in writing to National Financial Auto Receivables Master Trust, written confirmation of such termination the Administrator (a "Termination Notice"), terminate all (but not less than all) indicating the date thereof rights and obligations of the Administrator as Administrator under this Agreement and in and to the Receivables, the Related Transferred Assets and the reasons therefor with a copy of such Termination Notice to the Administratorproceeds thereof. As soon as possible, and in any event within five Business Days, after an Authorized Officer of the Administrator has obtained knowledge of the occurrence of any Administrator Default, the Administrator shall furnish the Trustee, and the Applicable Rating Agencies, and the Trustee shall promptly furnish each Certificateholder, notice of such Administrator Default. Notwithstanding the foregoing, a delay in or failure in performance referred to in Subsection (a) above for a period of 10 Business Days after the applicable grace period, or in subsection (b) or (d) above for a period of 30 Business Days after the applicable grace period, shall not constitute an Administrator Default if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Administrator and such delay or failure was caused by an act of God or the public enemy, riots, acts of war, acts of terrorism, epidemics, flood, embargoes, weather, landslides, fire, earthquakes or similar causes. The preceding sentence shall not relieve the Administrator from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Transaction Documents, and the Administrator shall promptly give the Trustee, and NAFCO an Officer's Certificate notifying them of such failure or delay by it.