Common use of Subservicing Agreements Between Servicer and Subservicer Clause in Contracts

Subservicing Agreements Between Servicer and Subservicer. (a) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld), the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any Receivable. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Servicer shall provide written notice to AutoBond promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a Subservicer of any amount with respect to a Receivable (other than amounts representing servicing compensation) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld), the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain directly obligated and directly liable to AutoBond for the servicing and administering of the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its indemnity obligations under Section 4.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the 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 Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables involving a Subservicer in its capacity as such that is consented to by AutoBond shall be deemed to be between the Subservicer and the Servicer alone and AutoBond shall not be deemed party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Termination), the Servicer, upon prior written consent of AutoBond, shall thereupon terminate each Subservicing Agreement that may have been entered into, and neither AutoBond nor the Successor Servicer shall be deemed to have assumed any liability or obligation thereunder, the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.

Subservicing Agreements Between Servicer and Subservicer. (a) Upon The Servicer may, with the prior written consent of AutoBond (which consent shall Certificateholders evidencing a Percentage of not be unreasonably withheld)less than 66_% of the outstanding Certificates, the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any ReceivableDuties. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Servicer shall provide written notice to AutoBond the Trustee, the Back-up Servicer and each Rating Agency promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a the Subservicer of any amount with respect to a Receivable an Auto Loan (other than amounts representing servicing compensationcompensation or reimbursement or an advance) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheldExcept as provided in Section 4.02(e), the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain directly obligated and directly liable to AutoBond the Trustee and the Trust for the servicing and administering of the Receivables Auto Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its indemnity of obligations under Section 4.039.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the ReceivablesAuto Loans. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables Auto Loans involving a Subservicer in its capacity as such that is consented to by AutoBond and not as an originator shall be deemed to be between the Subservicer and the Servicer alone and AutoBond the Trustee and the Certificateholders shall not be deemed party parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Servicing Termination), the Servicer, upon prior written consent of AutoBondnotice to the Seller and the Trustee, shall thereupon terminate each Subservicing Agreement that may have been entered intointo and that is still effective at such time, and neither AutoBond nor the Trustee and the Successor Servicer shall not be deemed to have assumed any liability or obligation thereunder, of the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.

Subservicing Agreements Between Servicer and Subservicer. (a) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the Trustee and the Issuer, the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any Receivable. The Trustee shall have no duty to investigate any Subservicer in connection with the granting or denial of consent to a Subservicing Agreement. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Without limiting the first sentence of this Section 2.02(a), the Servicer shall provide written notice to AutoBond the Issuer and the Trustee promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a Subservicer of any amount with respect to a Receivable (other than amounts representing servicing compensation) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the Issuer and the Trustee, the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain directly obligated and directly liable to AutoBond the Issuer and the Trustee for the servicing and administering of the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its indemnity obligations under Section 4.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the 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 Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables involving a Subservicer in its capacity as such that is consented to by AutoBond the Issuer and the Trustee shall be deemed to be between the Subservicer and the Servicer alone and AutoBond the Issuer, and the Trustee shall not be deemed party parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer, but the Trustee and the Issuer shall be third-party beneficiaries thereof. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Servicing Termination), the Servicer, upon prior written consent of AutoBond, Servicer shall thereupon terminate each Subservicing Agreement that may have been entered into, and neither AutoBond the Issuer, the Trustee nor the Successor Servicer shall be deemed to have assumed any liability or obligation thereunder, the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.

Subservicing Agreements Between Servicer and Subservicer. (a) Upon The Servicer may, with the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the [Master Servicer] and the [Master Administrator], the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any ReceivableDuties. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Servicer shall provide written notice to AutoBond the [Master Administrator], the [Master Servicer], the Trustee and the Rating Agency in writing promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a the Subservicer of any amount with respect to a Receivable an Auto Loan (other than amounts representing servicing compensationcompensation or reimbursement or an advance) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheldExcept as provided in Section 4.02(e), the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the [Master Servicer] and the Servicer shall remain directly obligated and directly liable to AutoBond the Trustee, the Trust and the [Master Administrator] for the servicing and administering of the Receivables Auto Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its their respective indemnity of obligations under Section 4.039.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Servicer and to the same extent and under the same terms and conditions as if the [Master Servicer] and the Servicer alone were servicing and administering the ReceivablesAuto Loans. The Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables involving a Subservicer in its capacity as such that is consented to by AutoBond shall be deemed to be between the Subservicer and the Servicer alone and AutoBond shall not be deemed party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Termination), the [Master Servicer, upon prior written consent of AutoBond, shall thereupon terminate each Subservicing Agreement that may have been entered into, and neither AutoBond nor the Successor Servicer shall be deemed to have assumed any liability or obligation thereunder, the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.]

Subservicing Agreements Between Servicer and Subservicer. (a) Upon The Servicer may, with the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the [Master Servicer] and the [Master Administrator], the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any ReceivableDuties. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Servicer shall provide written notice to AutoBond the [Master Administrator], the [Master Servicer], the Trustee and the Rating Agency in writing promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a the Subservicer of any amount with respect to a Receivable an Auto Loan (other than amounts representing servicing compensationcompensation or reimbursement or an advance) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheldExcept as provided in Section 4.02(e), the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the [Master Servicer] and the Servicer shall remain directly obligated and directly liable to AutoBond the Trustee, the Trust and the [Master Administrator] for the servicing and administering of the Receivables Auto Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its their respective indemnity of obligations under Section 4.039.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the Servicer and to the same extent and under the same terms and conditions as if the [Master Servicer] and the Servicer alone were servicing and administering the ReceivablesAuto Loans. The [Master Servicer] and the Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the [Master Servicer] and the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables Auto Loans involving a Subservicer in its capacity as such that is consented to by AutoBond and not as an Originator shall be deemed to be between the Subservicer and the Servicer alone and AutoBond the [Master Administrator], the [Master Servicer], the Trustee and the Certificateholders shall not be deemed party parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Servicing Termination), the Servicer, upon prior written consent of AutoBondnotice to the [Master Administrator] and the Trustee, shall thereupon terminate each Subservicing Agreement that may have been entered into, and neither AutoBond nor the Successor [Master Administrator], the Trustee and the successor Servicer shall not be deemed to have assumed any liability or obligation thereunder, of the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.

Subservicing Agreements Between Servicer and Subservicer. (a) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the Initial Lender, the Servicer may enter into Subservicing Agreements with a Subservicer for the performance of all or a part of the Servicer Duties with respect to any Receivable. The Initial Lender shall have no duty to investigate any Subservicer in connection with the granting or denial of consent to a Subservicing Agreement. References in this Agreement to actions taken or to be taken by the Servicer in performance of the Servicer Duties include actions taken or to be taken by a Subservicer on behalf of the Servicer. Each Subservicing Agreement will be upon such terms and conditions as are not inconsistent with this Agreement. The Without limiting the first sentence of this Section 2.02(a), the Servicer shall provide written notice to AutoBond the Issuer, the Initial Lender and the Trustee promptly upon the appointment of any Subservicer. For purposes of this Agreement, the receipt by a Subservicer of any amount with respect to a Receivable (other than amounts representing servicing compensation) shall be treated as the receipt by the Servicer of such amount. (b) Upon the prior written consent of AutoBond (which consent shall not be unreasonably withheld)the Initial Lender, the Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement. (c) Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Servicer shall remain directly obligated and directly liable to AutoBond the Issuer, the Initial Lender and the Trustee for the servicing and administering of the Receivables in accordance with the provisions of this Agreement without diminution of such obligation or liability (including its indemnity obligations under Section 4.03) by virtue of such Subservicing Agreements or arrangements or by virtue of indemnification from the Subservicer or the 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 Servicer shall be entitled to enter into any agreement with a Subservicer for indemnification of the Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. (d) Any Subservicing Agreement that may be entered into pursuant to this Agreement and any other transaction or services relating to the Receivables involving a Subservicer in its capacity as such that is consented to by AutoBond the Issuer, the Initial Lender and the Trustee shall be deemed to be between the Subservicer and the Servicer alone and AutoBond the Issuer, the Initial Lender and the Trustee shall not be deemed party parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer, but the Trustee, the Initial Lender and the Issuer shall be third-party beneficiaries thereof. (e) If the Servicer shall for any reason no longer be the Servicer hereunder (including by reason of any Event of Servicing Termination), the Servicer, upon prior written consent of AutoBond, Servicer shall thereupon terminate each Subservicing Agreement that may have been entered into, and neither AutoBond the Issuer, the Initial Lender, the Trustee nor the Successor Servicer shall be deemed to have assumed any liability or obligation thereunder, the Servicer's interest therein or to have replaced the Servicer as a party to any such Subservicing Agreement.