Sub-Servicing. (a) The Master Servicer shall supervise, administer, monitor, enforce and oversee the servicing of the applicable Mortgage Loans by any Sub-Servicer appointed by it. Other than with respect to the agreements with any other Sub-Servicer (including the Seller Sub-Servicer) under agreements that are in effect on the Closing Date (each a “Surviving Sub-Servicer”), the terms of any arrangement or agreement between the Master Servicer and a Sub-Servicer shall provide that such agreement or arrangement may be terminated, without cause and without the payment of any termination fees, by the Trustee if such Master Servicer is terminated in accordance with this Agreement. In addition, none of the Trustee, the Certificate Administrator, the Custodian, the Certificateholders, the holder of any Serviced Companion Loan or the holder of any B Note shall have any direct obligation or liability (including, without limitation, indemnification obligations) with respect to any Sub-Servicer. The Master Servicer shall be solely responsible for the payment of compensation to any Sub-Servicer appointed by it. The Master Servicer shall pay the costs of enforcement against any of its Sub-Servicers at its own expense, but shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement only to the extent that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorney’s fees against the party against whom such enforcement is directed. Notwithstanding the provisions of any primary servicing agreement or sub-servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or a Sub-Servicer, or reference to actions taken through a Sub-Servicer or otherwise, the Master Servicer shall remain obligated and liable to the Trust, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer and the Certificateholders for the servicing and administering of the applicable Mortgage Loans and the Serviced Companion Loans in accordance with (and subject to the limitations contained within) the provisions of this Agreement without diminution of such obligation or liability by virtue of indemnification from a Sub-Servicer and to the same extent and under the same terms and conditions as if the Master Servicer alone were servicing and administering such Mortgage Loans.
Sub-Servicing. (a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer upon delivery to the Indenture Trustee of a written confirmation from each Rating Agency that the execution of such sub-servicing agreement and the retention of such sub-servicer would not result in the qualification, downgrade or withdrawal of any rating assigned to a Class of Notes. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Any sub-servicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. The Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer.
Sub-Servicing. (a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer. The Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer.
Sub-Servicing. (a) The Servicer may enter into one or more subservicing agreements with a subservicer provided any such subservicing agreement is reasonably acceptable to the Majority Facility Investors. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a subservicer on behalf of the Servicer. Any subservicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture and Servicing Agreement. The Servicer shall be solely responsible for any subservicing fees.
Sub-Servicing. (a) The Servicer may enter into one or more subservicing agreements with a subservicer so long as any such subservicer is reasonably acceptable to the Administrative Agent. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a subservicer on behalf of the Servicer. Any subservicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. The Servicer will be responsible for compliance with the Fair Debt Collection Practices Act and any other applicable laws, rules or regulations by any entity to which the Servicer delegates its duties. The Servicer shall be solely responsible for any subservicing fees.
Sub-Servicing. The Servicer may enter into one or more subservicing agreements with a subservicer so long as any such subservicer must be acceptable to the Buyer. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a subservicer on behalf of the Servicer. Any subservicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Agreement. The Servicer will be responsible for compliance with the Fair Debt Collection Practices Act and any other applicable laws, rules or regulations by any entity to which the Servicer delegates its duties. The Servicer shall be solely responsible for any subservicing fees. Notwithstanding any subservicing agreement, the Servicer (and the Successor Servicer if it is acting as such pursuant to Section 10(p) hereof) shall remain obligated and liable for the servicing and administering of the Timeshare Loans in accordance with this Agreement without diminution of such obligation or liability by virtue of such subservicing agreement and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Timeshare Loans.
Sub-Servicing. The Servicer may appoint any Affiliate as a sub-servicer (each, a "Sub-Servicer") hereunder, provided, however, that such appointment shall not relieve the Servicer of its duties hereunder. Each duly appointed Sub-Servicer is hereby authorized to take any action which is authorized to be taken by the Servicer hereunder. The Servicer hereby appoints each of DNB-La. and MCC as a Sub-Servicer hereunder. Any amounts received by a Sub-Servicer in respect of a Receivable shall be deemed to have been received by the Servicer whether or not actually received by it. The Servicer shall supervise, monitor and oversee the servicing of the Receivables by the Sub-Servicers and the performance by the Sub-Servicers of all services, duties, responsibilities and obligations that are to be observed or performed by the Sub-Servicers. Upon the termination or resignation of the Servicer in accordance with the terms hereof, the services, duties, responsibilities and obligations of the Sub-Servicers hereunder shall be terminated. As compensation for the performance of its obligations as a Sub-Servicer under this Agreement, each Sub-Servicer shall be entitled to receive a fee from the Servicer in such amounts as shall be separately agreed between the Servicer and such Sub-Servicer.
Sub-Servicing. Each of the Master Servicer and the Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations under this Article XII to the same extent, and subject to the same terms, conditions and limitations, as would be applicable to entering into Sub-Servicing Agreements with respect to the Serviced Mortgage Loans under Section 3.22 hereunder. -254-
Sub-Servicing. (a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer with the consent of the Noteholder not to be unreasonably withheld (it being acknowledged by the parties hereto that the Noteholder has given its consent to the Backup Servicing Agreement). References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Any sub-servicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Note Purchase Agreement. The Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer.
Sub-Servicing. To effect an orderly implementation of the Sub-Servicing Agreement with respect to the Mortgage Loans, Seller shall work directly with the Purchaser after the Closing, and shall execute all documentation and perform all actions reasonably necessary for the Purchaser to commence the subservicing of the Mortgage Loans pursuant to the Sub-Servicing Agreement. All Escrow Accounts applicable to a Mortgage Loan being subserviced shall be paid to the Purchaser in immediately available funds by wire transfer simultaneously with the commencement of the subservicing, in accordance with the written instructions provided to Seller at least two business days prior to the commencement of the suservicing. Any amounts received by Seller with respect to the servicing of the Mortgage Loans after the commencement of the subservicing shall be held in trust for Purchaser and shall be remitted promptly by Seller to the Purchaser. Any amounts received by Purchaser representing reimbursement for any unreimbursed advance of escrow funds made by Seller prior to the commencement of subservicing or representing other fees and amounts due to the Seller with respect to the Servicing shall be remitted promptly by Purchaser to Seller. All consents to the subservicing obtained by the Seller shall acknowledge that the Purchaser is not obligated to make any advances of any nature whatsoever in connection with the Mortgage Loans being subserviced pursuant to the Sub-Servicing Agreement. Servicing fees for each Mortgage Loan shall be prorated as of the date of Purchaser's commencement of the subservicing of such Mortgage Loan pursuant to the Sub-Servicing Agreement.
