Sub-Servicer Any Person with which the Master Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
The Depositor has filed with the Securities and Exchange Commission (the "Commission") a registration statement (No. 333-130408) on Form S-3 for the registration of the Certificates under the Securities Act of 1933, as amended (the "1933 Act"), which registration statement has become effective. The Depositor proposes to file with the Commission pursuant to Rule 424(b) under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Certificates and the plan of distribution thereof. Such registration statement, including the exhibits thereto, and information that is contained in the Prospectus (as defined below) and is deemed to be part of and included in such registration statement as it may have been amended or supplemented at the date of the Prospectus, is hereinafter referred to as the "Registration Statement"; the prospectus first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, is hereinafter referred to as the "Base Prospectus"; such supplement to the Base Prospectus relating to the Certificates, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus and the Prospectus Supplement, together, are hereinafter referred to as the "Prospectus". A "free writing prospectus" (as defined pursuant to Rule 405 under the 1933 Act) relating to xxx Xxxxificates is hereinafter referred to as a "Free Writing Prospectus". At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 2:15 p.m. on March 30, 2007 (the "Time of Sale"), the Depositor had prepared or caused the preparation of the following information (collectively, the "Time of Sale Information"): the Depositor's Free Writing Prospectus dated March 19, 2007 (the "Offering Prospectus") (the cover page of which is attached hereto as Annex A); the Depositor's Free Writing Prospectus dated March 28, 2007 (the cover page of which is attached hereto as Annex B); the Depositor's Free Writing Prospectus dated March 29, 2007 (the cover page of which is attached hereto as Annex C); the Depositor's prospectus dated March 19, 2007, relating to the Certificates and previously filed as part of the Registration Statement; the preliminary collateral and structural term sheet dated March 16, 2007 relating to the Certificates (the first two pages of which is attached hereto as Annex D); and the pricing information annex attached hereto as Schedule I. If, subsequent to the date of this Agreement, the Depositor and the Lead Underwriters determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and terminate their old purchase contracts and enter into new purchase contracts with one or more purchasers of the Certificates, then "Time of Sale Information" as to any such purchaser will refer to the information conveyed to such purchaser at the time of entry into the first such new purchase contract, including any information that corrects such material misstatements or omissions ("Corrective Information") and "Time of Sale" as to such purchaser will refer to the time and date on which such new purchase contract was entered into.
Issuing Entity PII has the meaning stated in Section 4.09(a).
Depositor means Advisors Asset Management, Inc. and its successors in interest, or any successor depositor appointed as hereinafter provided."
Other Servicer The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.
Special Servicer Servicing Personnel The divisions and individuals of the Special Servicer who are involved in the performance of the duties of the Special Servicer under this Agreement.
Shareholder Servicing Agent shall have the meaning designated in Section 5.2(f) hereof.
Master Servicer Servicing Personnel The divisions and individuals of the Master Servicer who are involved in the performance of the duties of the Master Servicer under this Agreement.
Lead Depositor means the Depositor under the Lead Securitization Servicing Agreement.
Master Servicer means the master servicer appointed as provided in the Lead Securitization Servicing Agreement.
Trust Depositor means Harley-Davidson Customer Funding Corp., in its capacity as trust depositor under the Sale and Servicing Agreement.
Other Special Servicer The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Serviced Companion Loan.
Servicer means the Master Servicer or the Special Servicer, as the context may require.
Owner Trustee Fee means an annual fee equal to $3,000, payable on the Payment Date occurring in August of each year, commencing in August 2024.
The Servicer s resignation pursuant to Section 7.5 or upon the Servicer's receipt of notice of termination as Servicer pursuant to Section 8.1(a), the Indenture Trustee (or an Affiliate of the Indenture Trustee that is an Eligible Servicer appointed by the Indenture Trustee) shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement (provided that neither the Indenture Trustee nor any other successor Servicer shall have any obligation, but may elect, to make available to an Obligor any refinancing of a Last Scheduled Payment in the manner specified in the last sentence of Section 3.2(e) hereof), and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination or resignation had been given, except that all collections shall be deposited in the Collection Account within two Business Days of receipt and shall not be retained by the Servicer. Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, an Eligible Servicer as the successor to the terminated Servicer under this Agreement. In connection with such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor Servicer out of payments on Receivables as it and such successor shall agree, which, in no event, shall be greater than that payable to MMCA as Servicer hereunder. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession including, but not limited to, making arrangements in respect of the last sentence of Section 3.2(e) of this Agreement. The Indenture Trustee shall not be relieved of its duties as successor Servicer under this Section 8.2 until a newly appointed Servicer shall have assumed the responsibilities and obligations of the terminated Servicer under this Agreement.
Owner Trustee means Wilmington Trust Company, a Delaware trust company, not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.
FTPS Unit Servicing Agent means FTP Services LLC or any successor FTPS Unit servicing agent appointed as hereinafter provided."
Interim Servicer The servicer under the Interim Servicing Agreement, or its successor in interest, or any successor to the Interim Servicer under the Interim Servicing Agreement, as therein provided.
Outside Servicer With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing Agreement.
The Master Servicer has fully furnished and shall continue to fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company or their successors on a monthly basis; and
Mortgage Loan Seller Sub-Servicer A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit S to this Agreement, or any successor thereto.
Special Servicer means the special servicer appointed to act in such capacity with respect to the Mortgage Loan as provided in the Lead Securitization Servicing Agreement.
Non-Lead Servicer means any Non-Lead Master Servicer or Non-Lead Special Servicer, as the context may require.
CMSA Special Servicer Loan File format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CMSA for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the "CMSA Special Servicer Loan File" available as of the Closing Date on the CMSA website, is reasonably acceptable to the Special Servicer.
Other Depositor With respect to a Serviced Companion Loan or a Serviced Loan Combination, the “depositor” (within the meaning of Item 1101(e) of Regulation AB) of the related Other Securitization Trust.