Common use of Master Servicer Event of Default Clause in Contracts

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee, or the Securities Insurer, or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Insurer, or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders and the Securities Insurer, collectively, or the Securities Insurer, individually, shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee[, or the Securities Insurer], or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee [and the Securities Insurer Insurer] by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee [or the Securities Insurer], or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee [and the Securities Insurer Insurer] by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders [and the Securities Insurer, collectively, or the Securities Insurer, individually, ,] shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee, or the Securities Insurer, or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Insurer, or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders and the Securities Insurer, collectively, or the Securities Insurer, individually, shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement. (viii) Either a Servicer Termination Delinquency Event or a Servicer Termination Loss Event has occurred.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Mortgage Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee[, or the Securities Insurer], or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee [and the Securities Insurer Insurer] by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee [or the Securities Insurer], or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee [and the Securities Insurer Insurer] by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's ’s property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders [and the Securities Insurer, collectively, or the Securities Insurer, individually, ,] shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee, or the Securities Insurer, or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Insurer, or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders and the Securities Insurer, collectively, or the Securities Insurer, individually, shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice notice of Default default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee, or the Securities Insurer, or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice notice of Default default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Insurer, or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders and the Securities Insurer, collectively, or the Securities Insurer, individually, shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice notice of Defaultdefault, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice notice of Default default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Insurance Agreement. (viii) Either a Servicer Termination Delinquency Event or a Servicer Termination Loss Event has occurred.

Master Servicer Event of Default. A Master Servicer Event of Default shall include the occurrence and continuation of one or more of the following: (1) Any failure by the Servicer to deposit in the Collection Account in accordance with Section 5.01(b) hereof any payments in respect of the Home Loans received by the Servicer no later than the second Business Day following the day on which such payments were received; (2) any failure of the Servicer to pay when due any amount payable by it under the Servicing Agreement or this Agreement; or (3) the occurrence and continuance of any other Servicer Event of Default (as defined in Exhibit E hereto) which Servicer Event of Default continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Servicer and the Master Servicer by the Indenture Trustee, or the Securities Insurer, or (b) to the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (ii) The failure by the Master Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Master Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days after the date on which a Notice of Default requiring such failure to be remedied shall have been given (a) to the Master Servicer by the Indenture Trustee, the Owner Trustee or the Securities Insurer, or (b) to the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Insurer by the Majority Noteholders. (iii) A decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days. (iv) The Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of the Master Servicer's ’s property. (v) The Master Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) The Majority Noteholders and the Securities Insurer, collectively, or the Securities Insurer, individually, shall determine, in their reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, and shall give the Master Servicer a Notice of Default, that: (1) the Master Servicer or Servicer has experienced a material adverse change in its business, assets, liabilities, operations, condition (financial or otherwise) or prospects; or (2) the Master Servicer or Servicer or any of their subsidiaries or parent has defaulted on any of its material obligations; or (3) the Master Servicer is no longer able to discharge its duties under this Agreement or the Servicer is no longer able to discharge its duties under the Servicing Agreement; or (4) the Master Servicer has ceased to conduct its business in the ordinary course; provided, however, that the Master Servicer shall have five Business Days from the receipt of such Notice of Default to cure such Master Servicer Event of Default by providing the foregoing parties with written assurances that, in a reasonable and good faith manner, substantiate the financial and operational well-being of the Master Servicer or Servicer, as appropriate, and adequately refute the occurrence of a material adverse change, including, without limitation, information, reports or written assurances obtained from certain of its lenders or lenders to the Servicer. (vii) An event of default has occurred and is continuing under the Indemnification Agreement.