Common use of Resignation and Removal of Securities Administrator Clause in Contracts

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 111 within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s Xxxxx’x and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer 145322 HomeBanc 2005-2 Transfer and Servicing Agreement 112 shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "“A/F1" ” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody'sXxxxx’x. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "“A/F1" ” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's’s. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s Xxxxx’x and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody'sXxxxx'x. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due; or (iv) the Securities Administrator shall fail to deliver the information or reports required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii), as applicable, within the required time period set forth in such Sections. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.019.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 [60] days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 [60] days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) [In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s Xxxxx’x and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes.] (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) [The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody'sXxxxx'x. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.]

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice.. Transfer and Servicing Agreement (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator.. Transfer and Servicing Agreement (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s Xxxxx’x and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "“A/F1" ” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody'sXxxxx’x. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s Xxxxx’x and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes. (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "“A/F1" ” by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody'sXxxxx’x. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 [60] days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur: (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 [60] days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) [In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes.] (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) [The Securities Administrator (i) may not be an Originator, Master Servicer, ServicerServicer[s], the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.]

Resignation and Removal of Securities Administrator. (a) Subject to Section 7.08(d) hereof, the Securities Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice. (b) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator without cause by providing the Securities Administrator with at least 60 days’ prior written notice. (c) Subject to Section 7.08(d) hereof, the Issuer may remove the Securities Administrator immediately upon written notice of termination from the Issuer to the Securities Administrator if any of the following events shall occur:: 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (i) the Securities Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); or (ii) a court having jurisdiction in the premises shall (x) enter a decree or order for relief, which decree or order shall not have been vacated within 60 days, in respect of the Securities Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or (y) appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Securities Administrator or any substantial part of its property, or (z) order the winding-up or liquidation of the Securities Administrator’s affairs; or (iii) the Securities Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Securities Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due; or (iv) the Securities Administrator shall fail to deliver the information or reports required pursuant to Section 8.01, Section 8.02, Section 8.03 or Section 8.04(b)(ii), as applicable, within the required time period set forth in such Sections. The Securities Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 7.08(c) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Securities Administrator pursuant to this Section shall be effective until (i) a successor Securities Administrator shall have been appointed by the Issuer in accordance with this Agreement and (ii) such successor Securities Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Securities Administrator is bound hereunder. If a successor Securities Administrator does not take office within 60 days after the retiring Securities Administrator resigns or is removed, the resigning or removed Securities Administrator or the Issuer may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. (e) In the event of the resignation or removal of the Securities Administrator under the terms of this Agreement, the Issuer shall appoint a successor securities administrator having a combined capital of $50,000,000 as set forth in its most recent published annual report of condition and it or its parent shall have a long term debt rating of Baa3 or better by Moody’s and BBB or better by S&P. The appointment of any successor Securities Administrator shall be effective only after receipt of a letter from each Rating Agency to the effect that such proposed appointment will not cause a reduction or withdrawal of the then current ratings of the Notes.. 201359 HomeBanc 2006-2 Transfer and Servicing Agreement (f) Subject to Sections 7.08(d) and 7.08(d) above, the Securities Administrator acknowledges that upon the appointment of a successor Master Servicer pursuant to Section 8.019.01, the Securities Administrator shall immediately resign and such successor Master Servicer shall automatically become the Securities Administrator under this Agreement. Any such successor Master Servicer shall be required to agree to assume the duties of the Securities Administrator under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Master Servicer. Additionally, the Master Servicer acknowledges that upon the appointment of a successor Securities Administrator pursuant to this Section 7.08, the Master Servicer shall immediately resign and such successor Securities Administrator shall automatically become the Master Servicer under this Agreement. Any such successor Securities Administrator shall be required to agree to assume the duties of the Master Servicer under the terms and conditions of this Agreement and the other Operative Agreements in its acceptance of appointment as successor Securities Administrator. (g) The Securities Administrator (i) may not be an Originator, Master Servicer, Servicer, the Depositor or an affiliate of the Depositor unless the Securities Administrator is in an institutional trust department of the Securities Administrator, (ii) must be authorized to exercise corporate trust powers under the laws of its jurisdiction of organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency, or the equivalent rating by S&P or Moody's. If no successor Securities Administrator shall have been appointed and shall have accepted appointment within 90 days after the Securities Administrator ceases to be the Securities Administrator pursuant to this Section 7.08, then the Indenture Trustee shall perform the duties of the Securities Administrator pursuant to this Agreement. The Indenture Trustee shall be entitled to receive the same amount of compensation as the Securities Administrator in the event that it is required to perform the duties of Securities Administrator. The Indenture Trustee shall notify the Rating Agencies of any change of Securities Administrator.