Common use of Appointment of Sub-Servicer Clause in Contracts

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Servicer shall be as agreed between the Servicer and its Sub-Servicer from time-to-time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Servicer shall be as agreed between the Servicer and its Sub-Servicer from time-to-time to time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Servicer shall be as agreed between the Servicer and its Sub-Sub- Servicer from time-to-time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Sub- Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Servicer shall be as agreed between the Servicer and its Sub-Sub- Servicer from time-to-time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Sub Servicer and may at any time appoint a successor Sub-Sub Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Sub Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Sub Servicer shall be as agreed between the Servicer and its Sub-Sub Servicer from time-to-time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. (a) The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Servicer hereunderunder this Agreement; providedprovided that, however, that in each case: (i) the Rating Agency Condition Administrative Agent and the Funding Agent shall have been satisfied in connection with given their prior written consent to that appointment (provided that such consent shall not be unreasonably withheld or delayed, and that no such consent shall be required for the appointment of any Seller Party or Cendant Mobility Property Services Limited as a successor Sub-Servicer; ; (ii) upon the termination of the then-acting Servicer pursuant to the terms of this Agreement, the appointment of any Sub-Servicer appointed by that Servicer shall also terminate, provided further that that Sub-Servicer may continue to act as Sub-Servicer if it and the Funding Agent agree. (iii) the Servicer shall remain obligated and be liable to the Issuing EntityPurchaser, the Owner Trustee, the Indenture Trustee, the Certificateholder Funding Agent and the Noteholders Secured Parties for the servicing and administering administration of the Receivables in accordance with the provisions hereof of this Agreement without diminution of such obligation and liability by virtue of the appointment of such the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. ; and (iv) the Servicer shall not appoint a Sub-Servicer to perform any portion of its obligations if, in the opinion of counsel, such appointment would cause the Purchaser to become subject to tax in the jurisdiction in which that Sub-Servicer is located solely by reason of that appointment. (b) The Servicer shall require that any Sub-Servicer make the representations and warranties set out in Clause 5 (Representations and Warranties) and adopt the negative covenants of the Servicer set out in Clause 6.1 (Positive covenants of the Servicer) and Clause 6.2 (Negative covenants of the Servicer), in each case mutatis mutandis. (c) The fees and expenses of the any Sub-Servicer shall be as agreed between solely for the account of the Servicer and its Sub-Servicer from time-to-time and none of the Issuing EntityPurchaser, the Owner TrusteeFunding Agent, the Indenture Trustee, the Certificateholder Administrative Agent or the Noteholders Lender shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust for such fees and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicerexpenses.

Appointment of Sub-Servicer. (a) The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Servicer hereunder; providedprovided that, however, that in each case (i) the Rating Agency Condition Administrator and the Agent shall have been satisfied in connection with given their prior written consent to such appointment (provided that such consent shall not be unreasonably withheld, and that no such consent shall be required for the appointment of any Originator as a successor Sub-Servicer; provided further that Servicer with respect to the Receivables generated by such Originator), (ii) upon the termination of the then-acting Servicer pursuant to the terms of this Agreement, the appointment of any Sub-Servicer appointed by such Servicer shall also terminate unless the Agent shall instruct such Servicer and Sub-Servicer otherwise, (iii) the Servicer shall remain obligated and be liable to the Issuing EntityPurchaser, the Owner Trustee, the Indenture Trustee, the Certificateholder Agent and the Noteholders Secured Parties for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the any such appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesReceivables and (iv) the Servicer shall not appoint a Sub-Servicer to perform any portion of its obligations if, in the opinion of counsel, such appointment would cause the Purchaser to become subject to tax in the jurisdiction in which such Sub-Servicer is located solely by reason of such appointment. (b) Upon the appointment of a Sub-Servicer that maintains an office or fixed place of business in the United States (a “U.S. Sub-Servicer”), the Servicer shall delegate only the portion of its obligations hereunder that are administerial in character and that will be undertaken by the U.S. Sub-Servicer only at the written direction of the Servicer. For the avoidance of doubt, upon the appointment of one or more U.S. Sub-Servicers: (i) The Servicer shall require that employees of any U.S. Sub-Servicer responsible for carrying out any duties of MAI maintain regular contact with the Servicer and make regular reports of their sub-servicing activities to the Servicer. (ii) If the Servicer has appointed a U.S. Sub-Servicer to take action to collect Receivables as set forth in Section 3.1(e) hereof, the Servicer shall require such U.S. Sub-Servicer to comply with such Section 3.1(e): With respect to the collection of a delinquent Receivable by employees of a U.S. Sub-Servicer, if at any time payment (or a portion thereof) with respect to any Receivable remains unpaid (1) for one hundred and eighty (180) days or more after the original due date of such Receivable, such employees will contact the related Obligor in writing with respect to such payment solely for the purpose of informing such Obligor of such delinquency, (2) for three hundred and sixty (360) days or more after the original due date of such Receivable, such employees will contact the related Obligor in writing with respect to such payment solely to notify such Obligor of the Servicer’s intention to commence foreclosure or other proceedings and (3) for five hundred and forty (540) days or more after the original due date of such Receivable (or such Receivable becomes a Defaulted Receivable pursuant to clause (b) of the definition thereof), such employees shall, at the written direction of the Servicer, commence enforcement of such Receivable, any Related Security and the related Contracts, if any, at the times and in the manner directed by the Servicer. (iii) The Servicer shall not delegate to any U.S. Sub-Servicer the authority to negotiate with any Obligor concerning any unpaid Receivables or to reach any agreement or compromise with an Obligor concerning an unpaid Receivable. (iv) The Servicer shall not delegate to any U.S. Sub-Servicer the authority to determine whether and when to take legal action on a delinquent Receivable. (v) The Servicer shall direct any U.S. Sub-Servicer in writing with respect to any and all matters concerning the conduct of any legal proceedings with respect to any Receivable. (vi) If an Obligor is insolvent or bankrupt, the Servicer shall maintain the sole authority to direct in writing all action in connection with recovery of the amounts due under the Receivable including the authority to make all decisions as to whether to accept or reject a particular compromise or bankruptcy plan. (c) The Servicer shall require that any Sub-Servicer adopt the negative covenants of the Servicer set forth in Section 6.2. (d) The fees and expenses of the any such Sub-Servicer shall be as agreed between the Servicer and its such Sub-Servicer from time-to-time to time and none of the Issuing EntityPurchaser, the Owner TrusteeAgent, the Indenture TrusteeAdministrator, the Certificateholder Lenders or the Noteholders any Subsidiary or Affiliate thereof shall have any responsibility therefor. If ; provided that any such fees and expenses are paid at arm’s length commercial rates; provided further, that the sub-servicing fee payable by the Servicer to any time the Sub-Servicer shall fail be payable to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-ServicerServicer regardless of whether the Servicer has received the Servicing Fee owing to it by the Purchaser.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time time, with the Note Insurer's consent, appoint a successor subservicer (which shall initially be the Sub-Servicer servicer) to perform all or any portion of its obligations as Servicer hereunder; provided, however, that 10 days' prior notice of such appointment (other than the Rating Agency Condition appointment of the Sub-servicer) shall have been satisfied given to the Rating Agencies and each Rating Agency shall have notified the Servicer, the Backup Servicer, the Owner Trustee and the Indenture Trustee in connection with writing that such appointment will not result in a reduction or withdrawal of the appointment then current ratings of a successor Sub-Servicerthe Notes or the Certificates or result in an increased capital charge to the Note Insurer; provided further and, provided, further, that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder Note Insurer and the Noteholders Securityholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of any subservicer (including without limitation the Sub-Servicer servicer) shall be as agreed between the Servicer and its Sub-Servicer such subservicer from time to time-to-time , and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder Issuer, the Backup Servicer, the Note Insurer or the Noteholders Securityholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. The Master Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time time, upon the written consent of the Administrator, appoint a successor Subone or more sub-Servicer servicers to perform all or any portion of its obligations as Master Servicer hereunder; provided, however, that the any applicable Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicertherewith; provided further provided, further, that the Master Servicer shall remain obligated and be liable to the Issuing EntityIssuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subsub-Servicer servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subeach sub-Servicer servicer shall be as agreed between the Master Servicer and its Subsuch sub-Servicer servicer from time-to-time to time and none of the Issuing EntityIssuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Trustee or the Noteholders shall have any responsibility therefor. If at any time With respect to satisfying the SubRating Agency Condition referred to above, the term “sub-servicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. The parties hereto hereby acknowledge and consent to the appointment of [_____] and [_____] as the initial sub-servicers (and custodians of the Trust Student Loans each such sub-servicer is servicing) pursuant to the sub-servicing agreements entered into by the Master Servicer shall fail to comply with any of its obligations under Section 4.16 and the applicable sub-servicers and acknowledge that the requirements of this Agreement during the period that the Seller is required Section 4.13 are deemed to file Exchange Act Reports have been met with respect to the Trust [_____] and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer[_____].

Appointment of Sub-Servicer. The Master Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time time, upon the written consent of the Administrator, appoint a successor Subone or more sub-Servicer servicers to perform all or any portion of its obligations as Master Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicertherewith; provided further provided, further, that the Master Servicer shall remain obligated and be liable to the Issuing EntityIssuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Trustee and the Noteholders for the servicing and administering of the Receivables Trust Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Subsub-Servicer servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the ReceivablesTrust Student Loans. The fees and expenses of the Subeach sub-Servicer servicer shall be as agreed between the Master Servicer and its Subsuch sub-Servicer servicer from time-to-time to time and none of the Issuing EntityIssuer, the Owner Eligible Lender Trustee, the Indenture Trustee, the Certificateholder Trustee or the Noteholders shall have any responsibility therefor. If at any time With respect to satisfying the SubRating Agency Condition referred to above, the term “sub-servicer” shall be deemed not to include systems providers, systems developers or systems maintenance contractors, collection agencies, credit bureaus, lock box providers, mail service providers and other similar types of service providers. The parties hereto hereby acknowledge and consent to the appointment of ACS and AES as the initial sub-servicers (and custodians of the Trust Student Loans each such sub-servicer is servicing) pursuant to the sub-servicing agreements entered into by the Master Servicer shall fail to comply with any of its obligations under Section 4.16 and the applicable sub-servicers and acknowledge that the requirements of this Agreement during the period that the Seller is required Section 3.9 are deemed to file Exchange Act Reports have been met with respect to the Trust ACS and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-ServicerAES.

Appointment of Sub-Servicer. The Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer Sub‑Servicer and may at any time appoint a successor Sub-Servicer Sub‑Servicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection with the appointment of a successor Sub-Servicer; provided further that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Sub-Servicer Sub‑Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the Sub-Servicer Sub‑Servicer shall be as agreed between the Servicer and its Sub-Servicer Sub‑Servicer from time-to-time to time and none of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholder or the Noteholders shall have any responsibility therefor. If at any time the Sub-Servicer shall fail to comply with any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect to the Trust and such failure is not remedied within the lesser of ten calendar days and the period of time in which the related Exchange Act Report is required to be filed (without taking into account any extensions), then the Seller may remove the Sub-Servicer.

Appointment of Sub-Servicer. (a) The Master Servicer hereby appoints Deere Credit Services, Inc. as Sub-Servicer and may at any time appoint a successor Sub-Servicer to perform all or any portion of its obligations as Master Servicer hereunderunder and on the terms of this Agreement; providedprovided that, however, that in each case: (i) the Rating Agency Condition Agent shall have been satisfied in connection with given its prior written consent to such appointment (provided that no such consent shall be required for the appointment of any Originator as a successor Sub-Servicer; provided further that Servicer with respect to the Purchased Receivables generated by such Originator) such consent not to be unreasonably withheld, (ii) upon the termination of the then-acting Master Servicer pursuant to the terms of this Agreement, the appointment of any Sub-Servicer appointed by such Master Servicer shall also terminate unless the Agent shall instruct such Master Servicer and Sub-Servicer otherwise, (iii) the Master Servicer shall remain obligated and be liable to the Issuing EntityCompany, the Owner Trustee, the Indenture Trustee, the Certificateholder Agent and the Noteholders Secured Parties for the servicing and administering of the Purchased Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the any such appointment of such Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering the Receivables. Purchased Receivables and (iv) the Master Servicer shall not appoint a Sub-Servicer to perform any portion of its obligations if, in the opinion of counsel, such appointment would cause the Company to become subject to tax in the jurisdiction in which such Sub-Servicer is located solely by reason of such appointment. (b) The Master Servicer shall require that any Sub-Servicer adopt the negative covenants of the Master Servicer set forth in Clause 6.2. (c) The fees and expenses of the any such Sub-Servicer shall be as agreed between the Master Servicer and its such Sub-Servicer from time-to-time to time and none of the Issuing EntityCompany, the Owner TrusteeAgent, the Indenture TrusteeAdministrator, the Certificateholder CP Lender or the Noteholders any Subsidiary or Affiliate thereof shall have any responsibility therefor. If ; provided that any such fees and expenses are paid at arm’s length commercial rates; provided further, that the sub-servicing fee payable by the Master Servicer to any time the Sub-Servicer shall fail be payable to comply with such Sub-Servicer regardless of whether the Master Servicer has received any of its obligations under Section 4.16 of this Agreement during the period that the Seller is required to file Exchange Act Reports with respect Servicing Fee. (d) Subject to the Trust terms and such failure is not remedied within the lesser of ten calendar days and the period of time conditions hereof, in which the related Exchange Act Report is required to be filed (without taking into account any extensionsparticular Clause 2.2(a)(ii), then the Seller may remove the Master Servicer hereby appoints AGCO Germany as Sub-Servicer to perform all of the Master Servicer’s obligations as Master Servicer hereunder in respect of the German Receivables Pool. AGCO Germany herewith adopts the negative covenants of the Master Servicer set forth in Clause 6.2 (Negative Covenants of the Master Servicer).