Common use of Servicers Not to Resign Clause in Contracts

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

Servicers Not to Resign. (a) GMACM Neither Servicer shall not resign from the obligations and duties hereby imposed on it except upon the determination that its duties hereunder are no longer permissible under applicable law or the performance of such duties are no longer possible in order to comply with applicable law and such incapacity or impossibility cannot be cured by GMACMsuch Servicer. Any determination permitting the resignation of GMACM a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer Trustee which Opinion of Counsel shall be in form and substance acceptable to the Master ServicerTrustee. No appointment of a successor to GMACM such Servicer shall be effective hereunder unless (a) the Rating Agencies have confirmed in writing that such appointment will not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates, (b) such successor shall have represented that it is meets the eligibility criteria set forth in Section 8.02 and (c) such successor has agreed in writing to assume the obligations of GMACM hereunderthe related Servicer hereunder to the extent of the related Mortgage Loans to be serviced by such successor. GMACM The related Servicer shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Master ServicerTrustee. No such resignation shall become effective until a successor servicer Qualified Successor or the Master Servicer Trustee shall have assumed GMACM’s the related Servicer's responsibilities and obligations hereunder. GMACM The related Servicer shall notify the Master Servicer Trustee and the Rating Agencies of its resignation.

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