Sub-Servicer. 39 Sub-Servicing Agreement.............................................. 39
Sub-Servicer. 40 Sub-Servicing Account.........................................................................40 Sub-Servicing Agreement.......................................................................40
Sub-Servicer. The Master Servicer may enter into subservicing agreements with one or more sub-servicers (which shall be Eligible Servicers) for the servicing and administration of certain of the Mortgage Loans. Each subservicing agreement will be upon such terms and conditions as are not inconsistent with this Agreement and the standard of care set forth herein and as the Master Servicer and the sub-servicer have agreed. All compensation payable to a sub-servicer under a subservicing agreement shall be payable by the Master Servicer from its servicing compensation or otherwise from its own funds, and none of the Trust, the Trustee or the Certificateholders will have any liability to the sub-servicer with respect thereto. Notwithstanding any subservicing agreement or any of the provisions of this Agreement relating to agreements or any arrangements between the Master Servicer or a sub-servicer or any reference to actions taken through such Persons or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, and the Certificateholders for the servicing and administering of the Mortgage Loans and the other Trust property in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements. Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans and the other Trust property involving a sub-servicer in its capacity as such shall be deemed to be between the sub-servicer and the Master Servicer alone, and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the sub-servicer except as set forth in the next succeeding paragraph or as set forth in such subservicing agreement. In the event the Master Servicer shall for any reason no longer be acting as such, the successor Master Servicer may, in its discretion, thereupon assume all of the rights and obligations of the outgoing Master Servicer under a subservicing agreement. In such event, the successor Master Servicer shall be deemed to have assumed all of the Master Servicer's interest therein and to have replaced the outgoing Master Servicer as a party to each such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the successor Master Servicer, except that the outgoing Master Servicer shall ...
Sub-Servicer. Any Person that (i) is a Servicing Function Participant, (ii) services Mortgage Loans on behalf of any Servicer, and (iii) is responsible for the performance (whether directly or through sub-servicers or Subcontractors) of Servicing functions required to be performed under this Agreement, any related Purchase and Servicing Agreement or Servicing Agreement, as applicable, or any sub-servicing agreement that are identified in Item 1122(d) of Regulation AB. Subordinate Certificate: Any of the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class C-B-6, Class 1-B-1 or Class 1-B-2 Certificates. Subordinate Certificate Writedown Amount: The amount, if any, by which the aggregate of the Class Principal Amounts of all outstanding related Classes of Aggregate Pool A Certificates (after giving effect to the distribution of principal and allocation of Realized Losses on such Distribution Date) exceeds the Aggregate Stated Principal Balance for Aggregate Pool A for the following Distribution Date.
Sub-Servicer. 42 Sub-Servicer Remittance Date............................................................................42 Sub-Servicing Account...................................................................................42 Sub-Servicing Agreement.................................................................................42
Sub-Servicer. With the prior written consent of the Surety Provider, the Servicer may appoint any of its Affiliates as sub-servicer with respect to all or part of the Collateral, provided that the Servicer shall remain responsible for the performance of the Servicer's duties hereunder and that such sub-servicing arrangement may, with the prior written consent of the Surety Provider, be terminated upon the occurrence of an Event of Default. The Standby Servicer may sub-contract its duties hereunder in its role as Standby Servicer or if the Standby Servicer becomes successor Servicer.
Sub-Servicer. The Servicer may delegate to a Lessee or another Affiliate of the Servicer (each such delegate, in such capacity, a “Sub-Servicer”) the performance of the Servicer’s obligations as Servicer in respect of Vehicles leased under this Lease (but the Servicer shall remain fully liable for its obligations in respect of such Vehicles under this Lease and the other Related Documents). In addition, the Servicer may delegate to the Custodian (under and as defined in the Custody Agreement, dated as of November 30, 2004, by and between Vanguard and SGS Automotive Services Inc. (as amended, restated, supplemented or otherwise modified from time to time, the “Custody Agreement”)) the performance of certain of the Servicer’s obligations as Servicer in respect of Vehicles leased under this Lease, to the extent specified in the Custody Agreement (but the Servicer shall remain fully liable for its obligations in respect of such Vehicles under this Lease and the other Related Documents).
Sub-Servicer. The REIT Servicer may, with the prior consent of UBS, appoint a sub-servicer to perform any or all of its duties under this Agreement with respect to any Mortgage Loan. UBS hereby consents to the appointment of GMAC as a sub servicer under this Agreement. GMAC and any other sub-servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement, the Accepted Servicing Practices. The REIT Servicer shall remain liable for any and all of its duties under this Agreement delegated to GMAC or any other sub-servicer. Upon appointment of any sub-servicer, or with respect to GMAC, as of the Closing Date, all of the REIT Servicer’s rights and remedies (but none of its obligations) under any sub-servicing agreement with respect to each Mortgage Loan shall be automatically assigned to UBS hereunder, including, without limitation, the ability to terminate such sub-servicer. The REIT Servicer hereby represents, warrants and covenants that any sub-servicing agreement currently in existence with any such sub-servicer or hereafter entered into with any sub-servicer does not, and will not, contain any termination fee to be paid to any such Servicer upon termination of such entity as sub-servicer of the Mortgage Loans.
Sub-Servicer. With the prior written consent of the Note Insurer, the Servicer may appoint any of its Affiliates as sub-servicer with respect to all or part of the Collateral, provided that the Servicer shall remain responsible for the performance of the Servicer's duties hereunder and that following the occurrence of an Event of Default, such sub-servicing agreement shall, if the Controlling Party so requests, be terminated. The Back-up Servicer may sub-contract its duties hereunder in its role as Back-up Servicer or if the Back-up Servicer becomes successor Servicer. The Back-up Servicer may execute any of its powers hereunder or perform any duties hereunder either directly or by or through a sub-contracted Back-up Servicer, and the Back-up Servicer shall not be responsible for any willful misconduct or negligence on the part of any such sub-contracted Back-up Servicer appointed by it hereunder with due care, provided that the Rating Agency Condition shall have been satisfied in connection with the appointment of any such sub-contracted Back-up Servicer.
