Common use of Use of Subservicers Clause in Contracts

Use of Subservicers. (a) Servicer shall have the right to perform any portion of the Services through one or more subservicers; provided that (i) any subservicer that is not an Affiliate of Servicer shall be subject to approval pursuant to Article III of the Program Agreement and the procedures set forth in this Section 2.05, (ii) Servicer shall remain fully responsible to Bank for the portion of the Services performed by any such subservicer(s) (including its Affiliates) to the same extent Servicer would be responsible if it performed such functions itself, and (iii) Servicer shall cause each such subservicer to comply with Servicer’s obligations under this Agreement. Without limiting the generality of the foregoing, Servicer shall require each such subservicer the same, or substantially the same, level of risk mitigation and compliance as Servicer is required to provide under this Agreement. Notwithstanding the foregoing, but subject to the other provisions of this Section 2.05, to the extent Servicer subcontracts or outsources to any third party any Services as of the date hereof, Servicer may continue to subcontract or outsource such Services to such third party. (b) Prior to seeking the approval of the Management Committee pursuant to Article III of the Program Agreement in connection with the use by Servicer of one or more subservicers, other than an Affiliate of the Servicer, to perform any of the obligations to be performed by Servicer under this Agreement, Servicer shall give the Management Committee at least thirty (30) days’ prior written notice, which notice shall specify the scope of the proposed Services (including the specific services) to be performed by such subservicer, the identity or qualifications of such subservicer, the proposed site from which such services would be provided, and a written description of the scope and materials terms of the proposed agreement to be entered into by Servicer and such subservicer. Servicer shall perform reasonable due diligence in accordance with Servicer’s then-current due diligence policies and procedures, and such diligence shall include any diligence that may be required by Bank to ensure compliance with Applicable Laws, in each case, on such subservicer that Servicer desires to retain. Upon the request of Bank, Servicer shall provide a copy of such due diligence assessment to Bank. (c) Servicer agrees to make commercially reasonable efforts to provide Bank, upon Bank’s written reasonable request, with reasonable information regarding the performance by a subservicer, including, an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by Servicer under this Agreement, including information regarding (i) such subservicer’s non-compliance with the terms of this Agreement, or the terms of the agreement between Servicer and such subservicer, (ii) any external or internal audit findings relating to such subservicer’s performance, and (iii) any material trends of customer complaints in connection with such subservicer’s performance. In the case of significant concerns by Bank arising with respect to such subservicer’s performance that are based on the information provided to such Party pursuant to the immediately preceding sentence, Servicer shall use commercially reasonable efforts to facilitate joint dialog among such subservicer and the Parties that are designed to alleviate such concerns. (d) Servicer shall, at the request of Bank, exercise any available contractual rights to terminate the services of a third party that is a subservicer, including an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by the Servicer under this Agreement, and Servicer shall use all commercially reasonable efforts, including exercising such other contractual rights as Bank may reasonably request if (i) such subservicer’s performance is materially deficient in a manner that poses financial or legal risk to Bank or that poses risk to Bank’s obligation to comply with Applicable Law, (ii) good faith doubts exist concerning such subservicer’s ability to render future performance under this Agreement in the manner required by this Agreement because of prior performance breaches or changes in such subservicer’s ownership, management, financial condition, or otherwise, or (iii) there have been material misrepresentations by or concerning such subservicer.

Use of Subservicers. (a) Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor in connection with the performance of any of its duties under this Agreement, the Servicer shall have immediately notify the right to perform Seller in writing of such engagement. To the extent the Seller notifies the Servicer and the Trustee that it has determined that any portion of such affiliate or third party vendor is a Servicing Function Participant, the Services through one or more subservicers; provided that (i) any subservicer that is not an Affiliate of Servicer shall be subject cause such Servicing Function Participant to approval pursuant to Article III prepare a separate assessment and attestation report, as contemplated by Section 3.11 of the Program this Agreement and deliver such report to the procedures Trustee as set forth in Section 3.13 of this Section 2.05Agreement. In addition, to the extent the Seller notifies the Servicer and the Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) Servicer shall remain fully responsible to Bank for the portion of the Services performed by any such subservicer(s) (including its Affiliates) to the same extent Servicer would be responsible if it performed such functions itself, and (iii) Servicer shall cause each such subservicer to comply with Servicer’s obligations under this Agreement. Without limiting the generality of the foregoing, Servicer shall require each such subservicer the same, or substantially the same, level of risk mitigation and compliance as Servicer is required to provide under this Agreement. Notwithstanding the foregoing, but subject to the other provisions of this Section 2.05, to the extent Servicer subcontracts or outsources to any third party any Services as of the date hereof, Servicer may continue to subcontract or outsource such Services to such third party. (b) Prior to seeking the approval of the Management Committee pursuant to Article III of the Program Agreement in connection with the use by Servicer of one or more subservicers, other than an Affiliate of the Servicer, to perform any of the obligations to be performed by Servicer under this Agreement, Servicer shall give the Management Committee at least thirty (30) days’ prior written notice, which notice shall specify the scope of the proposed Services (including the specific services) to be performed by such subservicer, the identity or qualifications of such subservicer, the proposed site from which such services would be provided, and a written description of the scope and materials terms of the proposed agreement to be entered into by Servicer and such subservicer. Servicer shall perform reasonable due diligence in accordance with Servicer’s then-current due diligence policies and procedures, and such diligence shall include any diligence that may be required by Bank to ensure compliance with Applicable Laws, in each case, on such subservicer that Servicer desires to retain. Upon the request of Bank, Servicer shall provide a copy of such due diligence assessment to Bank. (c) Servicer agrees to make commercially reasonable efforts to provide Bank, upon Bank’s written reasonable request, with reasonable information regarding the performance by a subservicer, including, an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by Servicer under this Agreement, including information regarding (i) such subservicer’s non-compliance with the terms of this Agreement, or the terms of the agreement between Servicer and such subservicer, (ii) any external or internal audit findings relating to such subservicer’s performance, and (iii) any material trends of customer complaints in connection with such subservicer’s performance. In the case of significant concerns by Bank arising with respect to such subservicer’s performance that are based on the information provided to such Party pursuant to the immediately preceding sentence, Servicer shall use commercially reasonable efforts to facilitate joint dialog among such subservicer and the Parties that are designed to alleviate such concerns. (d) Servicer shall, at the request of Bank, exercise any available contractual rights to terminate the services of a third party that is a subservicer, including an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by the Servicer under this Agreement, and Servicer shall use all commercially reasonable efforts, including exercising such other contractual rights as Bank may reasonably request if (i) such subservicer’s performance is materially deficient in a manner that poses financial or legal risk to Bank or that poses risk to Bank’s obligation to comply with Applicable Law, (ii) good faith doubts exist concerning such subservicer’s ability to render future performance under this Agreement in the manner required by this Agreement because of prior performance breaches or changes in such subservicer’s ownership, management, financial condition, or otherwise, or (iii) there of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 3.10 of this Agreement and deliver such statement to the Trustee as set forth in Section 3.13 of this Agreement. In addition, if the Seller determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Seller and the Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Seller has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Seller and the Trustee the information required to enable the Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been material misrepresentations by or concerning such subservicersuspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 7.8.

Use of Subservicers. (a) Notwithstanding the foregoing, to the extent the Servicer engages any affiliate or third party vendor in connection with the performance of any of its duties under this Agreement, the Servicer shall have immediately notify the right to perform Seller in writing of such engagement. To the extent the Seller notifies the Servicer and the Indenture Trustee that it has determined that any portion of such affiliate or third party vendor is a Servicing Function Participant, the Services through one or more subservicers; provided that (i) any subservicer that is not an Affiliate of Servicer shall be subject cause such Servicing Function Participant to approval pursuant to Article III prepare a separate assessment and attestation report, as contemplated by Section 4.11 of the Program this Agreement and deliver such report to the procedures Indenture Trustee as set forth in Section 4.13 of this Section 2.05Agreement. In addition, to the extent the Seller notifies the Servicer and the Indenture Trustee that it has determined that any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) Servicer shall remain fully responsible to Bank for the portion of the Services performed by any such subservicer(s) (including its Affiliates) to the same extent Servicer would be responsible if it performed such functions itself, and (iii) Servicer shall cause each such subservicer to comply with Servicer’s obligations under this Agreement. Without limiting the generality of the foregoing, Servicer shall require each such subservicer the same, or substantially the same, level of risk mitigation and compliance as Servicer is required to provide under this Agreement. Notwithstanding the foregoing, but subject to the other provisions of this Section 2.05, to the extent Servicer subcontracts or outsources to any third party any Services as of the date hereof, Servicer may continue to subcontract or outsource such Services to such third party. (b) Prior to seeking the approval of the Management Committee pursuant to Article III of the Program Agreement in connection with the use by Servicer of one or more subservicers, other than an Affiliate of the Servicer, to perform any of the obligations to be performed by Servicer under this Agreement, Servicer shall give the Management Committee at least thirty (30) days’ prior written notice, which notice shall specify the scope of the proposed Services (including the specific services) to be performed by such subservicer, the identity or qualifications of such subservicer, the proposed site from which such services would be provided, and a written description of the scope and materials terms of the proposed agreement to be entered into by Servicer and such subservicer. Servicer shall perform reasonable due diligence in accordance with Servicer’s then-current due diligence policies and procedures, and such diligence shall include any diligence that may be required by Bank to ensure compliance with Applicable Laws, in each case, on such subservicer that Servicer desires to retain. Upon the request of Bank, Servicer shall provide a copy of such due diligence assessment to Bank. (c) Servicer agrees to make commercially reasonable efforts to provide Bank, upon Bank’s written reasonable request, with reasonable information regarding the performance by a subservicer, including, an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by Servicer under this Agreement, including information regarding (i) such subservicer’s non-compliance with the terms of this Agreement, or the terms of the agreement between Servicer and such subservicer, (ii) any external or internal audit findings relating to such subservicer’s performance, and (iii) any material trends of customer complaints in connection with such subservicer’s performance. In the case of significant concerns by Bank arising with respect to such subservicer’s performance that are based on the information provided to such Party pursuant to the immediately preceding sentence, Servicer shall use commercially reasonable efforts to facilitate joint dialog among such subservicer and the Parties that are designed to alleviate such concerns. (d) Servicer shall, at the request of Bank, exercise any available contractual rights to terminate the services of a third party that is a subservicer, including an Affiliate of Servicer, used by Servicer to perform any obligations to be performed by the Servicer under this Agreement, and Servicer shall use all commercially reasonable efforts, including exercising such other contractual rights as Bank may reasonably request if (i) such subservicer’s performance is materially deficient in a manner that poses financial or legal risk to Bank or that poses risk to Bank’s obligation to comply with Applicable Law, (ii) good faith doubts exist concerning such subservicer’s ability to render future performance under this Agreement in the manner required by this Agreement because of prior performance breaches or changes in such subservicer’s ownership, management, financial condition, or otherwise, or (iii) there of Regulation AB (an "Additional Servicer"), the Servicer shall cause such Additional Servicer to prepare a separate compliance statement as contemplated by Section 4.10 of this Agreement and deliver such statement to the Indenture Trustee as set forth in Section 4.13 of this Agreement. In addition, if the Seller determines any such Servicing Function Participant would be a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall cause such Servicing Function Participant to provide the Seller and the Indenture Trustee the information required by Section 1108(b) and 1108(c) of Regulation AB within two Business Days following such engagement. To the extent the Servicer terminates any such Servicing Function Participant that the Seller has determined is a "servicer" within the meaning of Item 1101 of Regulation AB, the Servicer shall provide the Seller and the Indenture Trustee the information required to enable them Indenture Trustee to accurately and timely report such event under Item 6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not been material misrepresentations by or concerning such subservicersuspended pursuant to Section 15(d) of the Exchange Act as set forth in Section 7.8.