Common use of GMACM Not to Resign Clause in Contracts

GMACM Not to Resign. GMACM shall not resign from the obligations and duties hereby imposed on it except upon the determination that its duties hereunder are no longer permissible under applicable law or the performance of such duties are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be cured by GMACM. Any determination permitting the resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee which Opinion of Counsel shall be in form and substance acceptable to the Trustee. No appointment of a successor to GMACM shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in Section 8.02 and (c) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans. GMACM shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee. No such resignation shall become effective until a Qualified Successor or the Trustee shall have assumed GMACM's responsibilities and obligations hereunder. GMACM shall notify the Trustee and the Rating Agencies of its resignation.

GMACM Not to Resign. (a) GMACM shall not resign from the obligations and duties hereby imposed on it except upon the determination that its duties hereunder are no longer permissible under applicable law or the performance of such duties are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be cured by GMACM. Any determination permitting the resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee Master Servicer which Opinion of Counsel shall be in form and substance acceptable to the TrusteeMaster Servicer. No appointment of a successor to GMACM shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in Section 8.02 and (c) such successor has agreed in writing to assume the obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans. GMACM shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the TrusteeMaster Servicer. No such resignation shall become effective until a Qualified Successor Servicer or the Trustee Master Servicer shall have assumed GMACM's ’s responsibilities and obligations hereunder. GMACM shall notify the Trustee Master Servicer and the Rating Agencies of its resignation.

GMACM Not to Resign. GMACM shall not resign from the obligations and duties hereby imposed on it except (i) with respect to any SRO Mortgage Loan, by mutual consent of GMACM and the Servicing Rights Owner or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law or the performance of such duties are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be cured by GMACMlaw. Any such determination pursuant to the preceding sentence permitting the resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of GMACM and delivered to the Trustee which Opinion and, in the case of Counsel shall be in form and substance acceptable to any SRO Mortgage Loan, the TrusteeServicing Rights Owner. No appointment of a successor to GMACM shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in Section 8.02 and (c) such successor has agreed to assume the obligations resignation of GMACM hereunder to the extent of the GMACM Mortgage Loans. GMACM shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee. No such resignation shall become effective until a Qualified Successor or the Trustee or a successor servicer shall have assumed GMACM's responsibilities ’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, GMACM shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by GMACM hereunder. The foregoing prohibition on assignment shall not prohibit GMACM from designating a Sub-Servicer as payee of any indemnification amount payable to GMACM hereunder; provided, however, no Sub-Servicer shall notify the Trustee be a third-party beneficiary hereunder and the Rating Agencies of its resignationparties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.

GMACM Not to Resign. GMACM shall not resign from the obligations and duties hereby imposed on it except (i) with respect to any SRO Mortgage Loan, by mutual consent of GMACM and the Servicing Rights Owner or (ii) upon the determination that its duties hereunder are no longer permissible under applicable law or the performance of such duties are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be cured by GMACMlaw. Any such determination pursuant to the preceding sentence permitting the resignation of GMACM shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of GMACM and delivered to the Trustee which Opinion and, in the case of Counsel shall be in form and substance acceptable to any SRO Mortgage Loan, the TrusteeServicing Rights Owner. No appointment of a successor to GMACM shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in Section 8.02 and (c) such successor has agreed to assume the obligations resignation of GMACM hereunder to the extent of the GMACM Mortgage Loans. GMACM shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee. No such resignation shall become effective until a Qualified Successor or the Trustee or a successor servicer shall have assumed GMACM's responsibilities responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, GMACM shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by GMACM hereunder. The foregoing prohibition on assignment shall not prohibit GMACM from designating a Sub-Servicer as payee of any indemnification amount payable to GMACM hereunder; provided, however, no Sub-Servicer shall notify the Trustee be a third-party beneficiary hereunder and the Rating Agencies of its resignationparties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.