Common use of Sub-Servicer Clause in Contracts

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 not thereby be relieved of any liability or obligations on the part of the outgoing Master Servicer to the sub-servicer under such subservicing agreement. The outgoing Master Servicer shall, upon request of the Trust, but at the expense of the outgoing Master Servicer, deliver to the successor Master Servicer all documents and records relating to each such subservicing agreement and the Mortgage Loans and other Trust property then being serviced thereunder and an accounting of amount collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the successor Master Servicer. In the event that the successor Master Servicer elects not to assume a subservicing agreement, the outgoing Master Servicer, at its expense, shall cause the sub-servicer to deliver to the successor Master Servicer all documents and records relating to the Mortgage Loans and the other Trust property being serviced thereunder and all amounts held (or thereafter received) by such sub-servicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Mortgage Loans and the other Trust property being serviced by such sub-servicer to the successor Master Servicer.

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 (including the Sub-Servicing 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 not thereby be relieved of any liability or obligations on the part of the outgoing Master Servicer to the sub-servicer under such subservicing agreement. The outgoing Master Servicer shall, upon request of the Trust, but at the expense of the outgoing Master Servicer, deliver to the successor Master Servicer all documents and records relating to each such subservicing agreement and the Mortgage Loans and other Trust property then being serviced thereunder and an accounting of amount collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the successor Master Servicer. In the event that the successor Master Servicer elects not to assume a subservicing agreement, the outgoing Master Servicer, at its expense, shall cause the sub-servicer to deliver to the successor Master Servicer all documents and records relating to the Mortgage Loans and the other Trust property being serviced thereunder and all amounts held (or thereafter received) by such sub-servicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Mortgage Loans and the other Trust property being serviced by such sub-servicer to the successor Master Servicer.

Sub-Servicer. (a) On or before the Closing Date, CIT Consumer Finance, as Master Servicer, shall enter into the Sub-Servicing Agreement. CIT Consumer Finance shall not permit CITSF to resign as sub-servicer under the Sub-Servicing Agreement (the "Sub-Servicer") nor shall CIT Consumer Finance terminate or replace CITSF as Sub-Servicer under the Sub-Servicing Agreement or materially reduce the duties of CITSF as Sub-Servicer under the Sub-Servicing Agreement in connection with lockbox arrangements or payment processing, unless (i) an Event of Termination has occurred and is continuing, in which event the Trustee may terminate CIT Consumer Finance as Master Servicer pursuant to Section 7.02 hereof or (ii) the Rating Agency Condition has been satisfied. (b) The Master Servicer may enter into other subservicing agreements with one or more sub-servicers subservicers (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 subservicer have agreed. All compensation payable to a sub-servicer subservicer 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 subservicer with respect thereto. Notwithstanding any subservicing agreement (including the Sub-Servicing Agreement) or any of the provisions of this Agreement relating to agreements or any arrangements between the Master Servicer or a sub-servicer subservicer 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 subservicer in its capacity as such shall be deemed to be between the sub-servicer subservicer 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 subservicer except as set forth in the next succeeding paragraph or as set forth in such subservicing agreement. In Other than with respect to the Sub-Servicing 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 not thereby be relieved of any liability or obligations on the part of the outgoing Master Servicer to the sub-servicer subservicer under such subservicing agreement. The outgoing Master Servicer shall, upon request of the Trust, but at the expense of the outgoing Master Servicer, deliver to the successor Master Servicer all documents and records relating to each such subservicing agreement and the Mortgage Loans and other Trust property then being serviced thereunder and an accounting of amount collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the successor Master Servicer. In the event that the successor Master Servicer elects not to assume a subservicing agreement, the outgoing Master Servicer, at its expense, shall cause the sub-servicer subservicer to deliver to the successor Master Servicer all documents and records relating to the Mortgage Loans and the other Trust property being serviced thereunder and all amounts held (or thereafter received) by such sub-servicer subservicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Mortgage Loans and the other Trust property being serviced by such sub-servicer subservicer to the successor Master Servicer. (a) On the second business day preceding each Distribution Date or, in the case of the first Distribution Date, on the second business day preceding the Closing Date (each such date, an "Interest Determination Date"), the Trustee shall determine the London interbank offered rate for one-month U.S. dollar deposits ("One-Month LIBOR") for the next Accrual Period for the Class A-8 Certificates on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as such rates appear in the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date. As used in this section, "business day" means a day on which banks are open for dealing in foreign currency and exchange in London and New York City.

Sub-Servicer. (a) On or before the Closing Date, CIT Consumer Finance, as Master Servicer, shall enter into the Sub-Servicing Agreement. CIT Consumer Finance shall not permit CITSF to resign as sub-servicer under the Sub-Servicing Agreement (the "Sub-Servicer") nor shall CIT Consumer Finance terminate or replace CITSF as Sub-Servicer under the Sub-Servicing Agreement or materially reduce the duties of CITSF as Sub-Servicer under the Sub-Servicing Agreement in connection with collections, lockbox arrangements, payment processing or foreclosure activities, unless (i) an Event of Termination has occurred and is continuing, in which event the Trustee may terminate both of CIT Consumer Finance as Master Servicer and CITSF, as Sub-Servicer under the Sub-Servicing Agreement, pursuant to Section 7.02 hereof or (ii) the Rating Agency Condition is satisfied. (b) The Master Servicer may enter into other subservicing agreements with one or more sub-servicers subservicers (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 subservicer have agreed. All compensation payable to a sub-servicer subservicer 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 subservicer with respect thereto. Notwithstanding any subservicing agreement (including the Sub-Servicing Agreement) or any of the provisions of this Agreement relating to agreements or any arrangements between the Master Servicer or a sub-servicer subservicer 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 subservicer in its capacity as such shall be deemed to be between the sub-servicer subservicer 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 subservicer except as set forth in the next succeeding paragraph or as set forth in such subservicing agreement. In The Trustee, on behalf of the Certificateholders, shall be an express third-party beneficiary of the Sub-Servicing Agreement. Other than with respect to the Sub-Servicing 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 not thereby be relieved of any liability or obligations on the part of the outgoing Master Servicer to the sub-servicer subservicer under such subservicing agreement. The outgoing Master Servicer shall, upon request of the Trust, but at the expense of the outgoing Master Servicer, deliver to the successor Master Servicer all documents and records relating to each such subservicing agreement and the Mortgage Loans and other Trust property then being serviced thereunder and an accounting of amount collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the successor Master Servicer. In the event that the successor Master Servicer elects not to assume a subservicing agreement, the outgoing Master Servicer, at its expense, shall cause the sub-servicer subservicer to deliver to the successor Master Servicer all documents and records relating to the Mortgage Loans and the other Trust property being serviced thereunder and all amounts held (or thereafter received) by such sub-servicer subservicer (together with an accounting of such amounts) and shall otherwise use its best efforts to effect the orderly and efficient transfer of servicing of the Mortgage Loans and the other Trust property being serviced by such sub-servicer subservicer to the successor Master Servicer.