Common use of Sub-Servicer Clause in Contracts

Sub-Servicer. The TRS 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 Mortgage Corporation and any other sub-servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the Accepted Servicing Practices. The TRS Servicer shall remain liable for any and all of its duties under this Agreements 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 TRS 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 TRS 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. The TRS 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-sub servicer under this Agreement. GMAC Mortgage Corporation and any other sub-servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and Agreement, the Accepted Servicing Practices. The TRS REIT Servicer shall remain liable for any and all of its duties under this Agreements 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 TRS 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 TRS 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 sub-servicer of the Mortgage Loans.