Common use of Removal of Servicer; Resignation of Servicer Clause in Contracts

Removal of Servicer; Resignation of Servicer. (a) The Depositor (or the Trustee with consent of the Depositor) with the consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing), which consent shall not be unreasonably withheld may terminate Fairbanks or Wilshire as a Servicer hereunder with respect to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, without cause, effective upon the giving of written notice on the date set forth in such notice (unless such Servicer shall have received a notice of extension, executed by a duly authorized Person on behalf of the Depositor or the Trustee, as applicable, which notice the Depositor or Trustee may withhold in its sole discretion), that this Agreement shall have been terminated in whole, or that this Agreement shall have been terminated in part with respect to the servicing of the Mortgage Loans specified in such notice, without any further notice or demand, but, except as otherwise agreed by the relevant Servicer with the Depositor in the case of a termination by the relevant Servicer, subject to the payment of the termination fee set forth in SECTION 8.18(D) by the Depositor (such event, a "SERVICER TERMINATION EVENT"). Any such notice of termination shall be in writing and delivered to the relevant Servicer as provided in SECTION 12.19. (b) Notwithstanding any other provision hereof to the contrary, (i) the Depositor may, with the reasonable consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) and (ii) the Trustee may, with the reasonable consent of the Certificate Insurer and shall at the direction of the Certificate Insurer (in each case unless a Certificate Insurer Default has occurred and is continuing), terminate any rights Fairbanks or Wilshire may have hereunder with respect to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, with cause, upon five (5) Business Days' prior written notice, except with respect to clauses (1) and (2) hereunder, which shall occur immediately upon the happening of such event. Notwithstanding the foregoing, if an event described in paragraph (2)(b) below shall occur, the Trustee may terminate the relevant Servicer without the consent of the Certificate Insurer. For all purposes of determining "cause" with respect to termination of this Agreement or the rights of the relevant Servicer hereunder, such term shall mean termination upon the occurrence of any of the following events which is not cured within any applicable cure period specified below:

Removal of Servicer; Resignation of Servicer. (a) a. The Depositor (removal or resignation pursuant to the Pooling and Servicing Agreement of the Servicer as defined in the Pooling and Servicing Agreement shall also constitute a removal or resignation of the Servicer hereunder. b. The successor Servicer appointed pursuant to the Pooling and Servicing Agreement shall become the successor Servicer hereunder. c. No removal or resignation of the Servicer shall become effective hereunder until the Trustee under the Pooling and Servicing Agreement or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with the Pooling and Servicing Agreement. d. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect which shall be delivered to the Trustee, which opinion shall be at the Servicer's expense. e. Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor Servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Class HE: A-1 Underlying Certificates, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. f. Any collections then being held by the Servicer prior to its removal and any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. g. The Trustee and such successor shall take such action, consistent with consent this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Depositor) with Servicer's servicing responsibilities and rights hereunder and shall promptly provide the consent of Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Certificate Insurer (unless a Certificate Insurer Default has occurred Servicer's functions hereunder and is continuing)shall promptly also transfer to the Trustee or such successor Servicer, as applicable, all amounts which consent shall not be unreasonably withheld may terminate Fairbanks then have been or Wilshire as a should have been deposited in the Trust Account by the Servicer hereunder or which are thereafter received with respect to the Fairbanks Mortgage Loans or Certificates. Neither the Wilshire Mortgage Loans, as applicable, without cause, effective upon the giving of written notice on the date set forth in such notice (unless such Trustee nor any other successor Servicer shall have received a notice be held liable by reason of extension, executed by a duly authorized Person on behalf of the Depositor or the Trustee, as applicable, which notice the Depositor or Trustee may withhold in its sole discretion), that this Agreement shall have been terminated in wholeany failure to make, or that this Agreement shall have been terminated any delay in part with respect to the servicing of the Mortgage Loans specified in such noticemaking, without any further notice distribution hereunder or demand, but, except as otherwise agreed any portion thereof caused by the relevant Servicer with the Depositor in the case of a termination by the relevant Servicer, subject to the payment of the termination fee set forth in SECTION 8.18(D) by the Depositor (such event, a "SERVICER TERMINATION EVENT"). Any such notice of termination shall be in writing and delivered to the relevant Servicer as provided in SECTION 12.19. (b) Notwithstanding any other provision hereof to the contrary, (i) the Depositor may, with the reasonable consent failure of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) and Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Trustee mayServicer. If the Servicer resigns or is replaced hereunder, the Servicer agrees to reimburse the Trust, the Holders for the costs and expenses associated with the reasonable consent transfer of servicing to the replacement Servicer. h. The Servicer which is being removed or is resigning shall give notice to the Holder and Rating Agencies of the Certificate Insurer and shall at the direction transfer of the Certificate Insurer (in each case unless a Certificate Insurer Default has occurred and is continuing), terminate any rights Fairbanks or Wilshire may have hereunder with respect servicing to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, with cause, upon five (5) Business Days' prior written notice, except with respect to clauses (1) and (2) hereunder, which shall occur immediately upon the happening of such event. Notwithstanding the foregoing, if an event described in paragraph (2)(b) below shall occur, the Trustee may terminate the relevant Servicer without the consent of the Certificate Insurer. For all purposes of determining "cause" with respect to termination of this Agreement or the rights of the relevant Servicer hereunder, such term shall mean termination upon the occurrence of any of the following events which is not cured within any applicable cure period specified below:successor Servicer.

Removal of Servicer; Resignation of Servicer. (a) The Depositor (or the Trustee with consent of the Depositor) with the consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing), which consent shall not be unreasonably withheld may terminate Fairbanks or Wilshire GMACM as a Servicer hereunder with respect to the Fairbanks GMACM Mortgage Loans or the Wilshire Mortgage Loans, as applicable, without cause, effective upon the giving of written notice on the date set forth in such notice (unless such Servicer GMACM shall have received a notice of extension, executed by a duly authorized Person on behalf of the Depositor or the Trustee, as applicable, which notice the Depositor or Trustee may withhold in its sole discretion), that this Agreement shall have been terminated in whole, or that this Agreement shall have been terminated in part with respect to the servicing of the GMACM Mortgage Loans specified in such notice, without any further notice or demand, but, except as otherwise agreed by the relevant Servicer GMACM with the Depositor in the case of a termination by the relevant ServicerGMACM, subject to the payment of the termination fee set forth in SECTION 8.18(DSection 8.18(d) by the Depositor (such event, a "SERVICER TERMINATION EVENTServicer Termination Event"). Any such notice of termination shall be in writing and delivered to the relevant Servicer GMACM as provided in SECTION Section 12.19. (b) Notwithstanding any other provision hereof to the contrary, (i) the Depositor may, with the reasonable consent of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) and (ii) the Trustee may, with the reasonable consent of the Certificate Insurer and shall at the direction of the Certificate Insurer (in each case unless a Certificate Insurer Default has occurred and is continuing)Majority Owners, terminate any rights Fairbanks or Wilshire GMACM may have hereunder with respect to the Fairbanks GMACM Mortgage Loans or the Wilshire Mortgage Loans, as applicable, with cause, upon five (5) Business Days' prior written notice, except with respect to clauses (1) and (2) hereunder, which shall occur immediately upon the happening of such event. Notwithstanding the foregoing, if an event described in paragraph (2)(b) below shall occur, the Trustee may terminate the relevant Servicer GMACM without the 107 consent of the Certificate InsurerOwners. For all purposes of determining "cause" with respect to termination of this Agreement or the rights of the relevant Servicer GMACM hereunder, such term shall mean termination upon the occurrence of any of the following events which is not cured within any applicable cure period specified below: (1) Any failure by GMACM to remit to the Trustee any payment other than Servicing Advances or Monthly Advances required to be made by GMACM under the terms of this Agreement which continues unremedied for a period up to one Business Day; (2) The failure by GMACM to make (a) any required Servicing Advance which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to GMACM by the Trustee or (b) any required Monthly Advance by the day that such Monthly Advance is required to be paid as provided herein, provided, however, isolated and infrequent failures by GMACM to pay any de minimis portion of any Monthly Advance when required shall not be a termination event for cause for GMACM; (3) Any failure on the part of GMACM to duly observe or perform in a material respect any other of the covenants or agreements on the part of GMACM contained in this Agreement or the breach by GMACM of any representation and warranty contained in this Agreement, which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to GMACM by the Trustee or the Depositor; provided, however, that if GMACM can demonstrate to the reasonable satisfaction of the Depositor that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Depositor (which approval shall not be subject to unreasonable conditions or unreasonably withheld); (4) A decree or order of a court or agency or supervisory authority having jurisdiction in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar Law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against GMACM and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; 108 (5) GMACM shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to it or of or relating to all or substantially all of its property; (6) GMACM shall admit in writing to its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (a) For so long as GMACM shall remain a Servicer hereunder, failure by GMACM to maintain at all times a minimum net worth of at least $25,000,000, or (b) failure by GMACM to meet at all times any equity, net worth, capitalization and other eligibility or licensing requirements for servicers required under applicable Law, or as otherwise required by Fannie Mae or Fredxxx Xxc, xhich failure in any caxx xxxxinues for a period of one (1) Business Day; (8) Entry of any cease and desist order or similar order or directive issued against GMACM or any of its Affiliates by any regulator of GMACM which order remains in effect longer than 180 days and which materially and adversely affects the Mortgage loans or the interests of Certificateholders; (9) GMACM attempts to assign its right to servicing compensation hereunder or GMACM attempts, without the consent of the Depositor and the Trustee, to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof in a manner not permitted under this Agreement; (10) Fitch reduces the servicing rating or special rating of GMACM, as applicable, by two or more servicing rating levels at any point in time during a consecutive twelve month period or the servicing rating is "RSS4" or lower, Moody's reduces its xxxxxcer rating or special servicing rating of GMACM, as applicable, by two or more servicing rating levels at any point in time during a consecutive twelve month period or the servicing rating is "SQ4" or lower, Standard & Poor's reduces its servicer rating or special servicing rating of GMACM, as applicable, by two or more servicing rating levels at any point in time during a consecutive twelve month period or to a "below average" level or lower; or 109 (11) GMACM fails to maintain its license to do business or service residential mortgage loans in any jurisdiction where the Mortgaged Property securing a GMACM Mortgage Loan is located. GMACM shall provide prompt notice to the Trustee and the Depositor upon learning of any of the foregoing events.

Removal of Servicer; Resignation of Servicer. (a) The Depositor (removal or resignation pursuant to the Trustee with consent Pooling and Servicing Agreement of the Depositor) with Servicer as defined in the consent Pooling and Servicing Agreement shall also constitute a removal or resignation of the Servicer hereunder. The Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing), which consent shall not be unreasonably withheld may terminate Fairbanks have the same rights concerning removal or Wilshire as a resignation of the Servicer hereunder with respect to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, without cause, effective upon the giving of written notice on the date set forth in such notice (unless such Servicer shall have received a notice of extension, executed by a duly authorized Person on behalf of the Depositor or the Trustee, as applicable, which notice the Depositor or Trustee may withhold in its sole discretion), that this Agreement shall have been terminated in whole, or that this Agreement shall have been terminated in part with respect to the servicing of the Mortgage Loans specified in such notice, without any further notice or demand, but, except as otherwise agreed by the relevant Servicer with the Depositor it does in the case of a termination by the relevant Servicer, subject to the payment of the termination fee set forth in SECTION 8.18(D) by the Depositor (such event, a "SERVICER TERMINATION EVENT"). Any such notice of termination shall be in writing Pooling and delivered to the relevant Servicer as provided in SECTION 12.19Servicing Agreement. (b) Notwithstanding The successor servicer appointed pursuant to the Pooling and Servicing Agreement shall become the successor servicer hereunder. (c) No removal or resignation of the Servicer shall become effective hereunder until the Trustee under the Pooling and Servicing Agreement or a successor servicer shall have assumed the Servicer's responsibilities and obligations in accordance with the Pooling and Servicing Agreement. (d) The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other provision hereof activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect which shall be delivered to the contraryGrantor Trustee and the Certificate Insurer, which opinion shall be at the Servicer's expense. (e) [RESERVED] (f) [RESERVED] (g) Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor servicer or the Grantor Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Class A-2 Internal Certificates, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. (h) Any collections then being held by the Servicer prior to its removal and any collections received by the Servicer after removal or resignation shall be endorsed by it to the Grantor Trustee and remitted directly and immediately to the Grantor Trustee or the successor Servicer. (i) the Depositor may[RESERVED] (j) [RESERVED] (k) The Grantor Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the reasonable consent of Grantor Trustee and any successor Servicer in effecting the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) and (ii) the Trustee may, with the reasonable consent of the Certificate Insurer and shall at the direction of the Certificate Insurer (in each case unless a Certificate Insurer Default has occurred and is continuing), terminate any rights Fairbanks or Wilshire may have hereunder with respect to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, with cause, upon five (5) Business Days' prior written notice, except with respect to clauses (1) and (2) hereunder, which shall occur immediately upon the happening of such event. Notwithstanding the foregoing, if an event described in paragraph (2)(b) below shall occur, the Trustee may terminate the relevant Servicer without the consent of the Certificate Insurer. For all purposes of determining "cause" with respect to termination of this Agreement or the rights of the relevant Servicer hereunder, such term shall mean termination upon the occurrence of any of the following events which is not cured within any applicable cure period specified below:of

Removal of Servicer; Resignation of Servicer. a. The removal or resignation of the Servicer pursuant to the Pooling and Servicing Agreement shall also constitute a removal or resignation of the Servicer hereunder (a) such removals or resignation herein called a "Service Transfer"). b. The Depositor (successor Servicer appointed pursuant to the Pooling and Servicing Agreement shall become the successor Servicer hereunder. c. No removal or resignation of the Servicer shall become effective hereunder until the Trustee under the Pooling and Servicing Agreement or a successor Servicer shall have assumed the Servicer's responsibilities and obligations in accordance with the Pooling and Servicing Agreement and acknowledged in writing its assumption of the responsibilities and obligations as Servicer under this Agreement. d. The Servicer shall not resign from the obligations and duties hereby imposed on it, except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it, the other activities of the Servicer so causing such a conflict being of a type and nature carried on by the Servicer at the date of this Agreement. Any such determination permitting the resignation of the Servicer shall be evidenced by an opinion of counsel to such effect which shall be delivered to the Trustee, which opinion shall be at the Servicer's expense. e. Upon removal or resignation of the Servicer, the Servicer at its own expense also shall promptly deliver or cause to be delivered to a successor Servicer or the Trustee all the books and records (including, without limitation, records kept in electronic form) that the Servicer has maintained for the Class B-2 Underlying Certificate and the Reserve Account Loans, including all tax bills, assessment notices, insurance premium notices and all other documents as well as all original documents then in the Servicer's possession. f. Any collections then being held by the Servicer prior to its removal and any collections received by the Servicer after removal or resignation shall be endorsed by it to the Trustee and remitted directly and immediately to the Trustee or the successor Servicer. g. The Trustee and such successor shall take such action, consistent with consent this Agreement, as shall be necessary to effectuate any such succession. The Servicer agrees to cooperate with the Trustee and any successor Servicer in effecting the termination of the Depositor) with Servicer's servicing responsibilities and rights hereunder and shall promptly provide the consent of Trustee or such successor Servicer, as applicable, all documents and records reasonably requested by it to enable it to assume the Servicer's functions hereunder and shall promptly also transfer to the Trustee or such successor Servicer, as applicable, all amounts which then have been or should have been deposited in the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing), Account by the Servicer or which consent shall not be unreasonably withheld may terminate Fairbanks or Wilshire as a Servicer hereunder are thereafter received with respect to the Fairbanks Mortgage Loans or Certificates. Neither the Wilshire Mortgage Loans, as applicable, without cause, effective upon the giving of written notice on the date set forth in such notice (unless such Trustee nor any other successor Servicer shall have received a notice be held liable by reason of extension, executed by a duly authorized Person on behalf of the Depositor or the Trustee, as applicable, which notice the Depositor or Trustee may withhold in its sole discretion), that this Agreement shall have been terminated in wholeany failure to make, or that this Agreement shall have been terminated any delay in part with respect to the servicing of the Mortgage Loans specified in such noticemaking, without any further notice distribution hereunder or demand, but, except as otherwise agreed any portion thereof caused by the relevant Servicer with the Depositor in the case of a termination by the relevant Servicer, subject to the payment of the termination fee set forth in SECTION 8.18(D) by the Depositor (such event, a "SERVICER TERMINATION EVENT"). Any such notice of termination shall be in writing and delivered to the relevant Servicer as provided in SECTION 12.19. (b) Notwithstanding any other provision hereof to the contrary, (i) the Depositor may, with the reasonable consent failure of the Certificate Insurer (unless a Certificate Insurer Default has occurred and is continuing) and Servicer to deliver, or any delay in delivering, cash, documents or records to it, or (ii) restrictions imposed by any regulatory authority having jurisdiction over the Trustee mayServicer. If the Servicer resigns or is replaced hereunder, the Servicer agrees to reimburse the Trust for the costs and expenses associated with the reasonable consent transfer of servicing to the replacement Servicer. h. The Servicer which is being removed or is resigning shall give notice to the Holders and Rating Agencies of the Certificate Insurer and shall at the direction transfer of the Certificate Insurer (in each case unless a Certificate Insurer Default has occurred and is continuing), terminate any rights Fairbanks or Wilshire may have hereunder with respect servicing to the Fairbanks Mortgage Loans or the Wilshire Mortgage Loans, as applicable, with cause, upon five (5) Business Days' prior written notice, except with respect to clauses (1) and (2) hereunder, which shall occur immediately upon the happening of such event. Notwithstanding the foregoing, if an event described in paragraph (2)(b) below shall occur, the Trustee may terminate the relevant Servicer without the consent of the Certificate Insurer. For all purposes of determining "cause" with respect to termination of this Agreement or the rights of the relevant Servicer hereunder, such term shall mean termination upon the occurrence of any of the following events which is not cured within any applicable cure period specified below:successor Servicer.