Common use of Appointment of Servicer Clause in Contracts

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (ai) The Seller hereby proposes that Xxxxx Fargo be appointed appoints the Seller Representative as the Servicer for the administration, reconciliation and servicing of all Purchased Receivables, and the Seller Representative hereby accepts such appointment in connection with Purchased Receivables sold by any Seller, and agrees to perform all necessary and appropriate commercial collection activities with the same care and policies as are applied to its own Receivables in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with reasonable care and diligence and shall act in the best interest of Xxxxx Fargo to maximize Collections; provided, that such appointment shall not release any Seller from any of its duties, responsibilities, liabilities and obligations as a Seller resulting from or arising hereunder. (ii) The Servicer shall be responsible for identifying, matching and reconciling any payments received in the Collection Account with the Receivable associated with such payment. If any payment is received from an Account Debtor, and such payment is not identified or is misidentified by such Account Debtor as relating to a particular Receivable and cannot otherwise be reasonably identified (by invoice amount or otherwise) as relating to a particular Receivable or if Xxxxx Fargo determines that the reconciliation is otherwise incorrect or inaccurate within five Business Days of receipt thereof or if the Servicer defaults in its obligations as the Servicer of any Purchased Receivables as set forth under this Section 6.2, the Pooling parties hereto agree that such payment shall be applied as provided in Section 6.4. Xxxxx Fargo will retain for its own account from Collections on account of Purchased Receivables any amounts then owing to Xxxxx Fargo under this Agreement. (iii) Based on the reconciliation information provided by the Servicer to Xxxxx Fargo as required under Section 5.1(j)(v) hereof each week and Servicing Agreement other information available to Xxxxx Fargo, Xxxxx Fargo shall promptly remit to the Applicable Seller Account(s) all Turnover Amounts in accordance with Section 2.6. (iv) Without limiting the Servicer’s servicing obligations as agent for Xxxxx Fargo with respect to the Mortgage Loans Purchased Receivables, including its obligations set forth in this Section 6.2, (1) the Servicer shall with respect to any Purchased Receivable that has not been paid in full within 10 days following its Due Date, contact the applicable Account Debtor by phone or in person to discuss the reason for non-payment and when payment can be expected, and (2) within 10 Business Days of such contact either (x) the Servicer shall provide Xxxxx Fargo with a written report (a “Delayed Payment Report”) detailing the reason for non-payment and stating that no Dispute is outstanding with respect to such Purchased Receivables, or (y) if a Dispute exists, the applicable Seller shall have repurchased the related Purchased Receivables at the Repurchase Price related thereto pursuant to Section 3. (v) To the extent that the unpaid Purchased Receivables have not been paid in full within 30 days of the Due Date, unless the Seller has repurchased the Purchased Receivable pursuant to Section 3, Xxxxx Fargo may, at its option, take all actions it believes necessary and appropriate to obtain full collection of the Purchased Receivable from the Account Debtor and, in connection therewith, the Servicer shall immediately (i) advise the Account Debtor, in writing, with copy to Xxxxx Fargo, of the purchase of the particular Receivable by Xxxxx Fargo, (ii) facilitate, at Xxxxx Fargo’s request, direct contact between the Account Debtor and Xxxxx Fargo, and (iii) continue to use all efforts to assist Xxxxx Fargo in obtaining full collection of the Purchased Receivable from the Account Debtor. (vi) To the extent that the unpaid Purchased Receivables have not been paid in full within 60 days of the Due Date, unless the Seller has repurchased the Purchased Receivable pursuant to Section 3, in addition to the rights set forth under clause (v) above, Xxxxx Fargo may, at any time by written notice to the Seller Representative, terminate the rights of the Seller Representative as Servicer hereunder in connection with such Purchased Receivable and designate a new Servicer for such Purchased Receivable, which may be any person (other than a Disqualified Assignee) as Xxxxx Fargo may select for such purpose who is qualified to perform the obligations of Servicer to administer such Purchased Receivable on the terms and conditions as set forth hereunder. The Seller Representative shall, upon receipt of such notice (but not prior thereto) cease its activities as Servicer of such Purchased Receivable and, in a manner that Xxxxx Fargo determines, shall cooperate fully and facilitate the transition of the performance of such activities to the new Servicer, and shall take such action or refrain from taking such action as Xxxxx Fargo may specify in order to assist Xxxxx Fargo (or its designee as new Servicer) in assuming and performing such obligations in connection with such Purchased Receivable. (vii) Upon written notice to the Seller Representative following a Termination Event, and automatically and without notice to any Seller or Seller Representative upon the commencement of an Insolvency Event with respect to any Seller or any Parent, Xxxxx Fargo may terminate the rights of the Seller Representative as Servicer hereunder and designate a new Servicer, which may be any person (other than a Disqualified Assignee) as Xxxxx Fargo may select for such purpose who is qualified to perform the obligations of Servicer to administer the Purchased Receivables on the terms and conditions as set forth hereunder. The Seller Representative shall cease its activities as a Servicer in a manner that Xxxxx Fargo determines shall cooperate fully and facilitate the transition of the performance of such activities to the new Servicer, and shall take such action or refrain from taking such action as Xxxxx Fargo may specify in order to assist Xxxxx Fargo (or its designee as new Servicer) in assuming and performing such obligations. Upon the commencement of a Termination Event with respect to any Seller or any Parent, the Seller Representative agrees, at its expense, to take all actions necessary to provide the new Servicer with access, whether or not at the offices and properties of the Seller Representative or the Sellers, to all computer software (including its servicing software and its claims software), necessary or useful in collecting, billing or maintaining the records with respect to the Purchased Receivables. The provisions of this clause (vii) shall survive the termination of this Agreement for continuing collection activities of Xxxxx Fargo with respect to any Purchased Receivable. (viii) On each Servicing Bonus Payment Date, Xxxxx Fargo shall pay to the Seller Representative, on behalf of itself and the Sellers with respect to each Purchased Receivable that was the subject of a Purchase Notice at the time the Seller Representative was acting as Servicer, a Servicing Bonus in an amount equal to the Servicing Bonus Amounts with respect to the Purchased Receivables, if any, calculated as of such Servicing Bonus Payment Date (each, a “Servicing Bonus”). Upon receipt of such Servicing Bonus, the Seller Representative agrees to promptly distribute to each applicable Seller the Servicing Bonus (other than amounts mutually agreed between such Seller and the Seller Representative as compensation for the services provided by the Seller Representative hereunder) with respect to the Purchased Receivables sold by such Seller. The Servicer acknowledges that each Servicing Bonus is subject to prior setoff in the satisfaction of the conditions precedent manner set forth in Section 5 3.1(a). The parties acknowledge that the Purchase Price and the Servicing Bonus for Purchased Receivables are fair consideration and reasonably equivalent value for the sale of this Agreement, the Purchased Receivables and the performance by the Seller will provide written notification to GMACM Representative, in its capacity as Servicer, of its termination as Servicer servicing obligations under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30, 2005 (the “Termination Date”)Section 6.2. (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the successor Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30July 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the successor Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicerparties hereto, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents consent to the appointment of Xxxxx Fargo as the successor Servicer under the Pooling and Servicing Agreement and hereby designates designate Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer successor Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo______________________. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes Master Servicer may at any time appoint a Servicer to perform all or any portion of its obligations as Master Servicer hereunder; provided, however, that Xxxxx Fargo the Rating Agency Condition shall have been satisfied in connection therewith; provided further, that the Master Servicer shall remain obligated and be appointed as liable to the Servicer Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Financed Student Loans 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 Pooling same terms and Servicing Agreement with respect conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The fees and expenses of each Servicer shall be as agreed between the Master Servicer and such Servicer from time to the Mortgage Loans and, subject to the satisfaction time and none of the conditions precedent set forth in Section 5 of this AgreementIssuer, the Seller will provide written notification to GMACM of its termination as Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders and the Noteholders shall have any responsibility therefor. Notwithstanding the foregoing, PHEAA shall be deemed an approved Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30, 2005 (the “Termination Date”)for all purposes hereunder. (b) In connection The Master Servicer may at any time appoint one or more of its Affiliates to perform all or any portion of its obligations hereunder; provided, however, that the Master Servicer shall remain obligated and liable to the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Financed Student Loans in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of Xxxxx Fargo as such Affiliate and to the Servicer same extent and under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all same terms and conditions as if the Master Servicer alone were servicing and administering the Financed Student Loans. The fees and expenses of each such Affiliate shall be as agreed between the Master Servicer and such Affiliate from time to time and none of the Pooling Issuer, the Eligible Lender Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders and Servicing Agreement, as amended herebythe Noteholders shall have any responsibility therefor. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the Upon satisfaction of the conditions precedent set forth in Section 5 6 of this Agreement, the Seller will provide written notification to Sponsor hereby (i) terminates GMACM of its termination as the Servicer under the Pooling and Servicing Agreement Contract to be effective as of November 1, 2007 (the “Termination Date”) with respect to the Mortgage Loans to be effective Loans, and GMACM shall cease all servicing activities as of the close of business on November 30October 31, 2005 2007, and (ii) appoints MidFirst as Servicer solely with respect to the “servicing of the Mortgage Loans under the Servicing Contract (as amended by this Agreement) and MidFirst shall assume the responsibilities of GMACM as a Servicer under the Servicing Contract (as amended by this Agreement), solely with respect to the servicing of the Mortgage Loans, as of the beginning of business on the Termination Date (including, without limitation, the obligation to pay any prepayment interest shortfall on and after the Termination Date”). (b) Sponsor hereby acknowledges and agrees, in accordance with the terms and conditions of Section 6.01(b) of the Servicing Agreement and Section 6.10(a) of the Pooling and Servicing Agreement, to pay any applicable Deboarding Fees and/or Termination Fees and any reasonable and necessary costs and expenses incurred by GMACM, the Master Servicer or the Securities Administrator arising from the transfer of servicing to MidFirst. (c) In connection with the appointment of Xxxxx Fargo MidFirst as the Servicer under the Pooling and Servicing Contract (as amended by this Agreement), on within five (5) Business Days after the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo MidFirst to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement Contract in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. GMACM shall provide all servicer release reports to MidFirst within (3) Business Days following the Termination Date. In addition, GMACM shall remit to MidFirst all escrow and suspense funds (net of negative escrow balances) within five (5) Business Days following the Termination Date; provided, that if such amount is negative MidFirst shall reimburse GMACM any such amount within five (5) Business Days following the Termination Date. (cd) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 6 of this AgreementAgreement and in reliance upon the representations and warranties set forth in Section 5 hereof, consents to the appointment of Xxxxx Fargo MidFirst as the Servicer under the Pooling Servicing Contract. The Master Servicer hereby acknowledges and Servicing Agreement agrees to accept a principal prepayment report from each of GMACM and hereby designates Xxxxx Fargo as MidFirst in connection with the Servicer of the Mortgage Loans from and after the Termination DateDistribution Date occurring in November 2007. (de) Xxxxx Fargo MidFirst hereby acknowledges and agrees that it (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer solely with respect to the servicing of the Mortgage Loans under the Pooling Servicing Contract (as amended by this Agreement); (ii) shall begin servicing and administering the Mortgage Loans for the benefit of the Trust pursuant to the terms and conditions of the Servicing Contract (as amended by this Agreement, ) at the beginning of business on the Termination Date; (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a the Servicer solely in its role as servicer of the Mortgage Loans under the Pooling and Servicing Agreement, Contract (as amended herebyby this Agreement), and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling Servicing Contract (as amended by this Agreement) that relate to the servicing of the Mortgage Loans. (f) GMACM hereby acknowledges and agrees that it shall comply with the servicing transfer procedures in respect of the Mortgage Loans as set forth in Section 6.02 of the Servicing Agreement. GMACM further acknowledges and agrees that in addition to the survival of certain duties and obligations as set forth in Section 6.02 of the Servicing Agreement, GMACM shall deliver (i) a statement of compliance as amended herebyset forth in Section 14.04 of the Servicing Agreement which shall correspond to the time period during 2007 that GMACM acted as Servicer of the Mortgage Loans under the Servicing Contract and (ii) all applicable reports as set forth in Section 14.05 of the Servicing Agreement which shall correspond to the entire year of 2007. (eg) On Subject to the satisfaction of the conditions precedent in Section 6 of this Agreement, within five (5) Business Days after the Termination Date, Date (i) each account that, pursuant to the terms of the Pooling and Servicing Contract (as amended by this Agreement), is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx FargoMidFirst, and (ii) GMACM shall remit to MidFirst all funds in respect of the Mortgage Loans on deposit in any account held by GMACM. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement Contract for notice of change in any such account. (h) It is hereby acknowledged and agreed that GMACM will prepare and deliver to MidFirst, within one (1) Business Day following the November 2007 Determination Date (as defined in the Assignment Agreement), any reports related to information in GMACM’s possession that shall be necessary for MidFirst to make the November 2007 remittance on the related Remittance Date. (i) The parties hereto hereby acknowledge and agree that MidFirst shall have no duty or obligation to comply with the terms and conditions set forth in the Transfer Instructions attached as Exhibit 8 to the Servicing Agreement.

Appointment of Servicer. Each Purchaser appoints Wise Alloys LLC as its servicer and agent (ain such capacity, the “Servicer”) for the administration and servicing of all Purchased Receivables sold to such Purchaser hereunder, and Servicer hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as Servicer, and perform all necessary and appropriate commercial collection activities in arranging the timely payment of amounts due and owing by any Account Debtor all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions). The Seller hereby proposes that Xxxxx Fargo be appointed as Servicer shall also maintain and update the schedule of Receivables listing those Receivables purchased from time to time by each Purchaser under this Agreement and the Servicer under shall indicate in the Pooling Servicer’s books and Servicing Agreement records and in the appropriate computer files those Receivables purchased from time to time by each Purchaser. In addition, Servicer shall track all Purchased Receivables on its ERP system or similar system. Such appointment as Servicer shall not release Seller from any of its other duties to comply with respect to the Mortgage Loans andany other terms, subject to the satisfaction of the conditions precedent set forth in Section 5 covenants and provisions of this Agreement. In connection with its servicing obligations, the Servicer will, and will ensure that Seller will provide written notification to GMACM of will, perform its termination as Servicer respective obligations and exercise and enforce its respective rights and remedies under the Pooling contracts and Servicing Agreement with respect other agreements related to the Mortgage Loans to be effective as of the close of business on November 30, 2005 Purchased Receivables (the “Termination DateContracts”). (b) In with the same care and applying the same policies as it applies to its own Receivables generally and would exercise and apply if it owned the Purchased Receivables and shall use commercially reasonable efforts in connection with the appointment of Xxxxx Fargo such activities and standards to maximize Collections. In consideration for its activities as the Servicer under the Pooling and Servicing AgreementServicer, on the Termination Datedate of the first purchase hereunder, and on each one-year anniversary of this Agreement (or if such one-year anniversary is not a Business Day, the Seller next succeeding Business Day), the Purchasers shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances (ratably, based on their respective Ratable Shares thereof), so long as this Agreement remains in effect at such time and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans so long as Wise Alloys LLC has not been terminated or replaced on or prior to such date, pay to the Termination Date. (c) The Master Servicer, subject to a servicing fee (each such annual payment, a “Servicing Fee”) in cash in immediately available funds, in an amount, in the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance case of each covenant and condition such annual Servicing Fee, equal to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby$20,000. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30March 1, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30August 1, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Xxxxxx Mae and warrants that it Xxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) Xxxxx Fargo hereby agrees it will not waive any Prepayment Charge with respect to a Xxxxx Fargo Mortgage Loan unless it is waived in accordance with the standard set forth in Section 3.01 of the Pooling and Servicing Agreement. If the agreement set forth in (e) above is breached by Xxxxx Fargo, Xxxxx Fargo will pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the related Custodial Account within ninety (90) days of the earlier of discovery by Xxxxx Fargo or receipt of notice by Xxxxx Fargo of such breach. Notwithstanding the foregoing, or anything to the contrary contained in the Pooling and Servicing Agreement, Xxxxx Fargo shall have no liability for a waiver of any Prepayment Charge in the event that Xxxxx Fargo’s determination to make such a waiver was made by Xxxxx Fargo in reliance on information properly received by Xxxxx Fargo from any Person in accordance with the terms of the Pooling and Servicing Agreement. (f) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account. (g) In connection with the assignment of any Transferred Mortgage Loans registered on the MERS System, the Depositor will direct the Servicer to cause, within 30 Business Days after the date of this Agreement, the MERS System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Servicer agrees that it will not, and the Master Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the a Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30October 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30March 31, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the a Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30September 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the a Servicer under the Pooling and Servicing Agreement with respect to the Xxxxx Fargo Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM Ocwen of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Xxxxx Fargo Mortgage Loans to be effective as of the close of business on November 30March 31, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM Ocwen for all outstanding Advances and Servicing Advances and accrued and unpaid Servicing Fees due and owing to GMACM Ocwen under the Pooling and Servicing Agreement in connection with GMACMOcwen’s servicing and administration of the Xxxxx Fargo Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Xxxxx Fargo Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Xxxxx Fargo Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM Ocwen with respect to the Xxxxx Fargo Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account. (f) Ocwen shall have no obligation or liabilities relating to the Xxxxx Fargo Mortgage Loans arising on and after the Termination Date, but shall continue to have rights to indemnification with respect to such Mortgage Loans as set forth in the Pooling and Servicing Agreement.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30July 1, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Xxxxxx Mae and warrants that it Xxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) Xxxxx Fargo hereby agrees it will not waive any Prepayment Charge with respect to a Transferred Mortgage Loan unless it is waived in accordance with the standard set forth in Section 3.01 of the Pooling and Servicing Agreement. If the agreement set forth in (e) above is breached by Xxxxx Fargo, Xxxxx Fargo will pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class I-P Certificates (with respect to a waiver of the Prepayment Charge relating to a Group I Mortgage Loan), for the benefit of the Class II-P Certificates (with respect to a waiver of the Prepayment Charge relating to a Group II Mortgage Loan), by depositing such amount into the related Custodial Account within ninety (90) days of the earlier of discovery by Xxxxx Fargo or receipt of notice by Xxxxx Fargo of such breach. Notwithstanding the foregoing, or anything to the contrary contained in the Pooling and Servicing Agreement, Xxxxx Fargo shall have no liability for a waiver of any Prepayment Charge in the event that Xxxxx Fargo’s determination to make such a waiver was made by Xxxxx Fargo in reliance on information properly received by Xxxxx Fargo from any Person in accordance with the terms of the Pooling and Servicing Agreement. (f) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30May 1, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Xxxxxx Mae and warrants that it Xxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) Xxxxx Fargo hereby agrees it will not waive any Prepayment Charge with respect to a Transferred Mortgage Loan unless it is waived in accordance with the standard set forth in Section 3.01 of the Pooling and Servicing Agreement. If the agreement set forth in (e) above is breached by Xxxxx Fargo, Xxxxx Fargo will pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class I-P Certificates (with respect to a waiver of the Prepayment Charge relating to a Group I Mortgage Loan), for the benefit of the Class II-P Certificates (with respect to a waiver of the Prepayment Charge relating to a Group II Mortgage Loan), by depositing such amount into the Custodial Account within ninety (90) days of the earlier of discovery by Xxxxx Fargo or receipt of notice by Xxxxx Fargo of such breach. Notwithstanding the foregoing, or anything to the contrary contained in the Pooling and Servicing Agreement, Xxxxx Fargo shall have no liability for a waiver of any Prepayment Charge in the event that Xxxxx Fargo’s determination to make such a waiver was made by Xxxxx Fargo in reliance on information properly received by Xxxxx Fargo from any Person in accordance with the terms of the Pooling and Servicing Agreement. (f) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30March 31, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November June 30, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as the Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30January 2, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Xxxxxx Mae and warrants that it Xxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the Upon satisfaction of the conditions precedent set forth in Section 5 6 of this Agreement, the Seller will provide written notification to Sponsor hereby (i) terminates GMACM of its termination as the Servicer under the Pooling and Servicing Agreement Contract to be effective as of November 1, 2007 (the “Termination Date”) with respect to the Mortgage Loans to be effective Loans, and GMACM shall cease all servicing activities as of the close of business on November 30October 31, 2005 2007, and (ii) appoints MidFirst as Servicer solely with respect to the “servicing of the Mortgage Loans under the Servicing Contract (as amended by this Agreement) and MidFirst shall assume the responsibilities of GMACM as a Servicer under the Servicing Contract (as amended by this Agreement), solely with respect to the servicing of the Mortgage Loans, as of the beginning of business on the Termination Date (including, without limitation, the obligation to pay any prepayment interest shortfall on and after the Termination Date”). (b) Sponsor hereby acknowledges and agrees, in accordance with the terms and conditions of Section 6.01(b) of the Servicing Agreement, to pay any applicable Deboarding Fees and/or Termination Fees and any reasonable and necessary costs and expenses incurred by GMACM, the Master Servicer or the Securities Administrator arising from the transfer of servicing to MidFirst. (c) In connection with the appointment of Xxxxx Fargo MidFirst as the Servicer under the Pooling and Servicing Contract (as amended by this Agreement), on within five (5) Business Days after the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo MidFirst to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement Contract in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. GMACM shall provide all servicer release reports to MidFirst within (3) Business Days following the Termination Date. In addition, GMACM shall remit to MidFirst all escrow and suspense funds (net of negative escrow balances) within five (5) Business Days following the Termination Date; provided, that if such amount is negative MidFirst shall reimburse GMACM any such amount within five (5) Business Days following the Termination Date. (cd) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 6 of this AgreementAgreement and in reliance upon the representations and warranties set forth in Section 5 hereof, consents to the appointment of Xxxxx Fargo MidFirst as the Servicer under the Pooling Servicing Contract. The Master Servicer hereby acknowledges and Servicing Agreement agrees to accept a principal prepayment report from each of GMACM and hereby designates Xxxxx Fargo as MidFirst in connection with the Servicer of the Mortgage Loans from and after the Termination DateDistribution Date occurring in November 2007. (de) Xxxxx Fargo MidFirst hereby acknowledges and agrees that it (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer solely with respect to the servicing of the Mortgage Loans under the Pooling Servicing Contract (as amended by this Agreement); (ii) shall begin servicing and administering the Mortgage Loans for the benefit of the Trust pursuant to the terms and conditions of the Servicing Contract (as amended by this Agreement, ) at the beginning of business on the Termination Date; (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a the Servicer solely in its role as servicer of the Mortgage Loans under the Pooling and Servicing Agreement, Contract (as amended herebyby this Agreement), and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling Servicing Contract (as amended by this Agreement) that relate to the servicing of the Mortgage Loans. (f) GMACM hereby acknowledges and agrees that it shall comply with the servicing transfer procedures in respect of the Mortgage Loans as set forth in Section 6.02 of the Servicing Agreement. GMACM further acknowledges and agrees that in addition to the survival of certain duties and obligations as set forth in Section 6.02 of the Servicing Agreement, GMACM shall deliver (i) a statement of compliance as amended herebyset forth in Section 14.04 of the Servicing Agreement which shall correspond to the time period during 2007 that GMACM acted as Servicer of the Mortgage Loans under the Servicing Contract and (ii) all applicable reports as set forth in Section 14.05 of the Servicing Agreement which shall correspond to the entire year of 2007. (eg) On Subject to the satisfaction of the conditions precedent in Section 6 of this Agreement, within five (5) Business Days after the Termination Date, Date (i) each account that, pursuant to the terms of the Pooling and Servicing Contract (as amended by this Agreement), is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx FargoMidFirst, and (ii) GMACM shall remit to MidFirst all funds in respect of the Mortgage Loans on deposit in any account held by GMACM. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement Contract for notice of change in any such account. (h) It is hereby acknowledged and agreed that GMACM will prepare and deliver to MidFirst, within one (1) Business Day following the November 2007 Determination Date (as defined in the Assignment Agreement), any reports related to information in GMACM’s possession that shall be necessary for MidFirst to make the November 2007 remittance on the related Remittance Date. (i) The parties hereto hereby acknowledge and agree that MidFirst shall have no duty or obligation to comply with the terms and conditions set forth in the Transfer Instructions attached as Exhibit 8 to the Servicing Agreement.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Wxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as a Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans to be effective as of the close of business on November 30October 2, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Wxxxx Fargo as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Wxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Wxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Wxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Fxxxxx Mae and warrants that it Fxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Wxxxx Fargo at Xxxxx Wxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the successor Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans and, and subject to the satisfaction of the conditions precedent set forth in Section 5 7 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30July 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as successor Servicer of the Servicer Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master ServicerDepositor, the Seller and HSBC hereto, subject to the satisfaction of the conditions precedent set forth in Section 5 7 of this Agreement, consents consent to the appointment of Xxxxx Fargo as successor Servicer of the Servicer Transferred Mortgage Loans under the Pooling and Servicing Agreement and hereby designates designate Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer successor Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, with respect to the Transferred Mortgage Loans and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby, and acknowledges that, with respect to the Transferred Mortgage Loans, all references in the Pooling and Servicing Agreement to “GMACM” shall be deemed to refer to Xxxxx Fargo. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo as successor servicer with respect to the Transferred Mortgage Loans at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo be appointed as the successor Servicer under the Pooling and Servicing Agreement with respect to the Transferred Mortgage Loans andLoans, and subject to the satisfaction of the conditions precedent set forth in Section 5 7 of this Agreement, the Seller will provide written notification to GMACM of its termination as Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30July 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as successor Servicer of the Servicer Transferred Mortgage Loans under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master ServicerDepositor, the Seller and HSBC, subject to the satisfaction of the conditions precedent set forth in Section 5 7 of this Agreement, consents consent to the appointment of Xxxxx Fargo as successor Servicer of the Servicer Transferred Mortgage Loans under the Pooling and Servicing Agreement and hereby designates designate Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer successor Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Transferred Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, with respect to the Transferred Mortgage Loans and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby, and acknowledges that, with respect to the Transferred Mortgage Loans, all references in the Pooling and Servicing Agreement to “GMACM” shall be deemed to refer to Xxxxx Fargo. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo as successor servicer with respect to the Transferred Mortgage Loans at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30April 28, 2005 2006 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as a Servicer under the Pooling and Servicing Agreement with respect to the Mortgage Loans to be effective as of the close of business on November 30September 4, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Transferred Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Transferred Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby represents and warrants, as of the date hereof, that it (i) represents is a Xxxxxx Mae and warrants that it Xxxxxxx Mac approved seller/servicer in good standing and has a net worth of at least $15,000,000; (ii) meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (iiiii) accepts the appointment as the Servicer of the Mortgage Loans under the Pooling and Servicing Agreement, (iiiiv) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer the Servicer under the Pooling and Servicing Agreement, as amended hereby, and (ivv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) Xxxxx Fargo hereby agrees it will not waive any Prepayment Charge with respect to a Transferred Mortgage Loan unless it is waived in accordance with the standard set forth in Section 3.01 of the Pooling and Servicing Agreement. If the agreement set forth in (e) above is breached by Xxxxx Fargo, Xxxxx Fargo will pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the related Custodial Account within ninety (90) days of the earlier of discovery by Xxxxx Fargo or receipt of notice by Xxxxx Fargo of such breach. Notwithstanding the foregoing, or anything to the contrary contained in the Pooling and Servicing Agreement, Xxxxx Fargo shall have no liability for a waiver of any Prepayment Charge in the event that Xxxxx Fargo’s determination to make such a waiver was made by Xxxxx Fargo in reliance on information properly received by Xxxxx Fargo from any Person in accordance with the terms of the Pooling and Servicing Agreement. (f) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Transferred Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account. (g) In connection with the assignment of any Transferred Mortgage Loans registered on the MERS System, the Depositor will direct the Servicer to cause, within 30 Business Days after the date of this Agreement, the MERS System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Servicer agrees that it will not, and the Master Servicer agrees that it will not and will not permit a Sub-Servicer to, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Xxxxx Fargo Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Xxxxx Fargo Mortgage Loans to be effective as of the close of business on November 30March 1, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Xxxxx Fargo Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo as the Servicer of the Xxxxx Fargo Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Xxxxx Fargo Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) Xxxxx Fargo hereby agrees it will not waive any Prepayment Charge with respect to a Xxxxx Fargo Mortgage Loan unless it is waived in accordance with the standard set forth in Section 3.01 of the Pooling and Servicing Agreement. (f) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Xxxxx Fargo Mortgage Loans shall be moved to and maintained by Xxxxx Fargo at Xxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller hereby proposes that Xxxxx Fargo GMACM be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Option One Mortgage Loans and, and subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller will provide written notification to GMACM OOMC of its termination as a Servicer under the Pooling and Servicing Agreement with respect to the Option One Mortgage Loans to be effective as of the close of business on November 30October 1, 2005 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Fargo GMACM as the Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller shall cause Xxxxx Fargo GMACM to reimburse GMACM OOMC for all outstanding Advances and Servicing Advances due and owing to GMACM OOMC under the Pooling and Servicing Agreement in connection with GMACMOOMC’s servicing and administration of the Option One Mortgage Loans prior to the Termination Date. (c) The Master ServicerTrustee, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Fargo GMACM as the Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Fargo GMACM as the Servicer of the Option One Mortgage Loans from and after the Termination Date. (d) Xxxxx Fargo GMACM hereby (i) represents and warrants that it meets all requirements of a servicer Servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Option One Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer Servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM OOMC with respect to the Option One Mortgage Loans shall be moved to and maintained by Xxxxx Fargo GMACM at Xxxxx Fargo[___________]. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.

Appointment of Servicer. (a) The Seller Sponsor hereby proposes that Xxxxx Wxxxx Fargo be appointed as the Servicer under the Pooling and Servicing Agreement with respect to the Wxxxx Fargo Mortgage Loans and, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, the Seller Sponsor will provide written notification to GMACM of its termination as Servicer the servicer under the Pooling and Servicing Agreement with respect to the Wxxxx Fargo Mortgage Loans to be effective as of the close of business on November 30January 2, 2005 2007 (the “Termination Date”). (b) In connection with the appointment of Xxxxx Wxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement, on the Termination Date, the Seller Sponsor shall cause Xxxxx Wxxxx Fargo to reimburse GMACM for all outstanding Advances and Servicing Advances due and owing to GMACM under the Pooling and Servicing Agreement in connection with GMACM’s servicing and administration of the Wxxxx Fargo Mortgage Loans prior to the Termination Date. (c) The Master Servicer, subject to the satisfaction of the conditions precedent set forth in Section 5 of this Agreement, consents to the appointment of Xxxxx Wxxxx Fargo as the a Servicer under the Pooling and Servicing Agreement and hereby designates Xxxxx Wxxxx Fargo as the Servicer of the Wxxxx Fargo Mortgage Loans from and after the Termination Date. (d) Xxxxx Wxxxx Fargo hereby (i) represents and warrants that it meets all requirements of a servicer set forth in Section 8.02 of the Pooling and Servicing Agreement, (ii) accepts the appointment as the Servicer of the Wxxxx Fargo Mortgage Loans under the Pooling and Servicing Agreement, (iii) assumes and agrees to discharge the due and punctual performance and observance of each covenant and condition to be performed and observed by a servicer under the Pooling and Servicing Agreement, as amended hereby, and (iv) assumes and agrees agrees, as of the date hereof, to be bound by all terms and conditions of the Pooling and Servicing Agreement, as amended hereby. (e) On the Termination Date, each account that, pursuant to the terms of the Pooling and Servicing Agreement, is required to be established and maintained by GMACM with respect to the Wxxxx Fargo Mortgage Loans shall be moved to and maintained by Xxxxx Wxxxx Fargo at Xxxxx Wxxxx Fargo. This Agreement shall be deemed to satisfy any and all requirements in the Pooling and Servicing Agreement for notice of change in any such account.