Additional Subservicers Clause Samples

The "Additional Subservicers" clause defines the conditions under which a primary servicer may engage third-party entities, known as subservicers, to perform some or all of its servicing duties under an agreement. Typically, this clause outlines the requirements for appointing subservicers, such as obtaining prior written consent from the other party or ensuring that subservicers meet certain qualifications and standards. By establishing clear guidelines for the use of additional subservicers, this clause helps maintain service quality and accountability, while also providing flexibility for the primary servicer to delegate tasks as needed.
Additional Subservicers. The Depositor agrees that, subject to the satisfaction of the conditions set forth below, any Affiliate of Regional Management may be added as a party to this Agreement (an “Accession”) as a “Subservicer” (each such Person, an “Additional Subservicer”), upon the Depositor’s receipt of a written request from Regional Management requesting that such Additional Subservicer be added to this Agreement as a Subservicer at least five (5) days prior to the first acquisition of Eligible Loans to be serviced by such Additional Subservicer: (a) the Depositor shall have delivered to the Indenture Trustee a fully executed copy of an Accession Agreement substantially in the form of Exhibit D hereto with respect to such Additional Subservicer; (b) notice of any Accession and the related Additional Subservicer shall have been provided to each Rating Agency; (c) there shall have been delivered to the Indenture Trustee (on behalf of the Noteholders) an Officer’s Certificate of Regional Management stating that such Accession is not reasonably expected to result in an Adverse Effect; and (d) as of the effective date of such Accession, the conditions precedent applicable to such Additional Subservicer as set forth in Exhibit E shall have been fulfilled. Upon the effectiveness of any Accession, this Agreement shall be deemed amended to include the proposed Additional Subservicer as a “Subservicer” hereunder. For the avoidance of doubt, any Person to which the Servicer (including any Successor Servicer) has delegated its duties hereunder in accordance with Section 6.07 shall not be subject to an Accession or be required to become a party to this Agreement.
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Additional Subservicers. The Subservicer may, with the prior consent of the Purchaser and the Servicer, which consent shall not be unreasonably withheld, subcontract with a subservicer (each such servicer, an "Additional Subservicer") for collection, servicing or administration of the Receivables, provided, that (a) the Subservicer shall continue to perform its obligations with respect to collections of Medicaid Receivables, Medicare Receivables and CHAMPUS Receivables, (b) the Subservicer shall remain liable for the performance of the duties and obligations of the Additional Subservicer pursuant to the terms hereof and (c) any subservicing agreement that may be entered into and any other transactions or services relating to the Purchased Receivables involving an Additional Subservicer (each such agreement, an "Additional Subservicing Agreement") shall be deemed to be between the Additional Subservicer and the Subservicer alone and the Purchaser and Servicer shall not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to the Additional Subservicer.
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Additional Subservicers. Subject to the satisfaction of the conditions set forth below, any Affiliate of First Heritage may be added as a party to this Agreement (an “Accession”) as a “Subservicer,” upon the Administrative Agent’s receipt of a written notice from First Heritage that such Affiliate be added to this Agreement as a Subservicer at least five (5) days prior to the first acquisition of Receivables to be serviced by such Affiliate and:
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Additional Subservicers. 31 Section 7.3 Duties and Responsibilities of the Subservicer.............. 31 Section 7.4 Authorization of the Servicer .............................. 33 Section 7.5 Subservicing Fee; Subservicing Expenses .................... 34 Section 7.6 Annual Statement as to Compliance .......................... 34 Section 7.7 Transfer of Servicing Between Subservicer and Servicer ................................................... 34 Section 7.8 Subservicer Not to Resign .................................. 35 Section 7.9 Appointment of the Successor Subservicer ................... 35 Section 7.10 Duties of the Subservicer to the Successor Servicer .................................................. 35 Section 7.11 Effect of Termination or Resignation ...................... 36 ARTICLE VIII EVENTS OF SELLER DEFAULT ................................... 36 Section 8.1 Events of Seller Default ................................... 36
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Additional Subservicers. 31 Section 7.3 Duties and Responsibilities of the Subservicer ............. 31 Section 7.4 Authorization of the Servicer .............................. 33 Section 7.5 Subservicing Fee; Subservicing Expenses .................... 34 Section 7.6 Annual Statement as to Compliance .......................... 34 Section 7.7 Transfer of Servicing Between Subservicer and Servicer ................................................... 34 Section 7.8 Subservicer Not to Resign .................................. 35 Section 7.9 Appointment of the Successor Subservicer ................... 35 Section 7.10 Duties of the Subservicer to the Successor Servicer .................................................. 35 Section 7.11 Effect of Termination or Resignation ...................... 36 ARTICLE VIII EVENTS OF SELLER DEFAULT ................................... 36 Section 8.1 Events of Seller Default ................................... 36 ARTICLE IX INDEMNIFICATION .............................................. 38 Section 9.1 Indemnities by the Seller .................................. 38 Section 9.2 Section 9.2 Security Interest .............................. 39 ARTICLE X MISCELLANEOUS ................................................. 39 Section 10.1 Notices, Etc .............................................. 39 Section 10.2 Remedies .................................................. 40 Section 10.3 Binding Effect; Assignability ............................. 40 Section 10.4 Costs, Expenses and Taxes ................................. 40 Section 10.5 No Proceedings ............................................ 41 Section 10.6 Amendments; Waivers; Consents ............................. 41 Section 10.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL ................................................ 41 Section 10.8 Execution in Counterparts; Severability ................... 42 Schedule 1 Ineligible Medicaid States Schedule 2 Ineligible Blue Cross/Blue Shield Plans Schedule 3 Seller's Payor and Provider Numbers Schedule 4 List of Names Under Which Seller is Doing Business and Addresses at Which Seller is Doing Business Exhibit A Form of Notice to Payors Exhibit B Form of Lockbox Account Agreement Exhibit C Form of Purchase Assignment Exhibit D Form of Officer's Certificate for the Seller Exhibit E Form of Opinion of Counsel for the Seller Exhibit F Form of Repurchase Assignment Exhibit G Form of Section 8.2 Determination of the Servicer SALE AND SUBSERVICING AGREEMENT (the ...
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Additional Subservicers. 37 Section 7.3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Related to Additional Subservicers

  • Successor Subservicers The Master 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; provided, however, that in the event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its business judgment, release the terminated Subservicer from liability for such representations and warranties.

  • Subservicing; Enforcement of the Obligations of Subservicers (a) The Master Servicer may arrange for the subservicing of any Mortgage Loan by a subservicer pursuant to a subservicing agreement (a "Subservicer"). The subservicing arrangement and the related subservicing agreement must provide for the servicing of the Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Notwithstanding anything in any subservicing agreement or this Agreement relating to agreements or arrangements between the Master Servicer and a Subservicer or references to actions taken through a Subservicer or otherwise, the Master Servicer shall remain obligated and liable to the Trustee and Certificateholders for the servicing and administration of the Mortgage Loans in accordance with this Agreement without diminution of its obligation or liability by virtue of the subservicing agreements or arrangements or by virtue of indemnification from the Subservicer and to the same extent and under the same terms as if the Master Servicer alone were servicing and administering the Mortgage Loans. All actions of each Subservicer performed pursuant to the related subservicing agreement shall be performed as agent of the Master Servicer with the same effect as if performed directly by the Master Servicer. (b) For purposes of this Agreement, the Master Servicer shall be deemed to have received any collections, recoveries, or payments with respect to the Mortgage Loans that are received by the Subservicer regardless of whether the payments are remitted by the Subservicer to the Master Servicer.

  • Subservicers The Master Servicer shall perform all of its servicing responsibilities hereunder or may cause a subservicer to perform any such servicing responsibilities on its behalf, but the use by the Master Servicer of a subservicer shall not release the Master Servicer from any of its obligations hereunder and the Master Servicer shall remain responsible hereunder for all acts and omissions of each subservicer as fully as if such acts and omissions were those of the Master Servicer. The Master Servicer shall pay all fees of each subservicer from its own funds, and a subservicer’s fee shall not exceed the Servicing Fee payable to the Master Servicer hereunder. At the cost and expense of the Master Servicer, without any right of reimbursement from its Protected Account, the Master Servicer shall be entitled to terminate the rights and responsibilities of a subservicer and arrange for any servicing responsibilities to be performed by a successor subservicer; provided, however, that nothing contained herein shall be deemed to prevent or prohibit the Master Servicer, at the Master Servicer’s option, from electing to service the related Mortgage Loans itself. In the event that the Master Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 8.01, the Master Servicer shall at its own cost and expense terminate the rights and responsibilities of each subservicer effective as of the date of termination of the Master Servicer. The Master Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of each subservicer from the Master Servicer’s own funds without reimbursement from the Trust Fund. Notwithstanding the foregoing, the Master Servicer shall not be relieved of its obligations hereunder and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans. The Master Servicer shall be entitled to enter into an agreement with a subservicer for indemnification of the Master Servicer by the subservicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement and any other transactions or services relating to the Mortgage Loans involving a subservicer shall be deemed to be between such subservicer and the Master Servicer alone, and the Trustee shall not have any obligations, duties or liabilities with respect to such subservicer including any obligation, duty or liability of the Trustee to pay such subservicer’s fees and expenses. Each subservicing agreement shall provide that such agreement may be assumed or terminated without cause or penalty by the Trustee or other Successor Master Servicer in the event the Master Servicer is terminated in accordance with this Agreement. For purposes of remittances to the Trustee pursuant to this Agreement, the Master Servicer shall be deemed to have received a payment on a Mortgage Loan when a subservicer has received such payment.

  • Subservicing Agreements between the Servicer and Subservicers (a) The Servicer may enter into subservicing agreements with subservicers (each, a "Subservicer"), for the servicing and administration of the Mortgage Loans ("Subservicing Agreements"). The Servicer shall, within a reasonable period of time, give notice to the Trustee of any such Subservicing Agreement. The Trustee shall not be required to review or consent to such Subservicing Agreements and shall have no liability in connection therewith. (b) Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicing ▇▇▇▇▇▇ent must ▇▇▇▇▇e on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee and the Depositor copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer's execution and delivery of such instruments. (c) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), for the benefit of the Trustee, shall enforce the obligations of each Subservicer under the related Subservicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Subservicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Subservicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys' fees against the party against whom such enforcement is directed.

  • Appointment of Subservicer or Subcontractor (a) The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders 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 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 the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and none of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor. (b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 3.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 3.12 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 3.12(a)(iv) as and when required to be delivered. (c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Section 3.12(a) of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.