Common use of Servicing Changes Clause in Contracts

Servicing Changes. If, following the date of this Agreement, the Corporation shall propose to (i) sell to Participant Participations in loans other than those currently originated or otherwise acquired by it in the ordinary course of business which loans would have servicing requirements different from those set forth herein; and/or (ii) otherwise alter any aspect of its origination activities or servicing requirements that, in each case, Subservicer determines in good faith would have a material effect on its obligations under this Agreement (any such amendment, supplement, discontinuation, introduction or other alteration being herein referred to as a "Servicing Change"), the Corporation shall give the Subservicer written notice of each such proposed Servicing Change accompanied, as applicable, by a written description of each proposed loan type or amendment, supplement or other alteration to the origination or servicing activities, which description shall in each case be sufficiently clear, comprehensive and detailed to provide a reasonable basis for the training of individuals who would be required to follow the procedures described thereby (such written notice is referred to herein as a "Servicing Change Proposal"). The Corporation shall not propose any Servicing Change with respect to any Mortgage Loans serviced hereunder without Participant's written consent. Within sixty (60) Business Days following the Subservicer's receipt of a Servicing Change Proposal, the Subservicer shall either (i) accept such Servicing Change Proposal by delivering to the Corporation a written notice of acceptance, in which case the Servicing Change shall become effective on the date specified in the Servicing Change Proposal, or (ii) deliver a written notice of non-acceptance to the Corporation stating that (a) the performance of services hereunder by the Subservicer in accordance with such proposed Servicing Change would result in an increase in the cost to and burden upon the Subservicer of performing services hereunder and/or (b) such proposed Servicing Change cannot be practicably implemented. Any such notice shall contain a description of the increased cost or burden or, as appropriate, the reason or such impracticability. In the event the Subservicer timely delivers to the Corporation any such notice of non-acceptance in response to a Servicing Change Proposal, such proposed Servicing Change shall not become effective unless and until agreed upon in writing by both the Corporation and Subservicer. In the event that Subservicer advises the Corporation that it is not willing to enter into a Servicing Change with the Corporation at the price and on the terms and conditions set forth in the Servicing Change Proposal, or fails to advise the Corporation of its intentions within the sixty (60) day period referred to in the paragraph above, the Corporation shall be free for a period of sixty (60) days following the expiration of such sixty (60) day period to enter into a subservicing agreement with a third party at a price and on other terms and conditions no more favorable to such third party than those set forth in the Servicing Change Proposal; provided, however, that the Corporation shall forward to Subservicer a complete copy of the subservicing agreement as negotiated with such third party at least five (5) Business Days before it is signed. Before the Corporation may enter into a subservicing agreement with a third party at a price or on other terms and conditions more favorable to such third party than those set forth in the Servicing Change Proposal, the Corporation must provide a description of the price and the

Servicing Changes. (a) If, following the date of this Agreement, the Corporation Owner shall propose to (i) sell to Participant Participations in loans other than those currently originated amend, supplement, discontinue or otherwise acquired by it in the ordinary course of business which loans would have servicing requirements different from those set forth hereinintroduce any Program Form; and/or (ii) otherwise alter alter, amend or supplement the servicing activities including any aspect of its origination activities or servicing requirements that, in each case, Subservicer determines in good faith would have a material effect on its obligations under this Agreement change to the Loss Mitigation and Servicing Delegated Authority Matrix (any such amendment, supplement, discontinuation, introduction or other alteration being herein referred to as a "“Servicing Change"”), the Corporation Owner shall give the Subservicer provide written notice of each such proposed Servicing Change accompaniedto the Servicer by providing (a) a specimen of each Program Form proposed to be amended, as applicablesupplemented or introduced, by in the form in which it is proposed to be amended, supplemented or introduced; and/or (b) a written description of each proposed loan type or amendment, supplement or other alteration to the origination or servicing activities, which description shall in each case be sufficiently clear, comprehensive and detailed to provide a reasonable basis for the training of individuals who would be required to follow the procedures described thereby (such written notice notice, as accompanied by the items described in clauses (a) and (b), is referred to herein as a "“Servicing Change Proposal"”). The Corporation shall not propose any Servicing Change with respect to any Mortgage Loans serviced hereunder without Participant's written consent. Within sixty . (60b) Business Days following the Subservicer's Upon receipt of a Servicing Change Proposal, the Subservicer Servicer shall deliver a written response either (i) accept accepting such Servicing Change Proposal by delivering to the Corporation a written notice of acceptanceProposal, in which case the Servicing Change shall become effective on the date specified that Servicer, in its reasonable discretion, is able to implement the Servicing Change ProposalChange, or (ii) deliver a written notice of non-acceptance to the Corporation stating that (a) the performance of services hereunder by the Subservicer in accordance with reject such proposed Servicing Change would result in an increase in the cost to and burden upon the Subservicer of performing services hereunder and/or (b) such proposed Servicing Change cannot be practicably implemented. Any such notice shall contain a description of the increased cost or burden or, as appropriate, the reason or such impracticability. In the event the Subservicer timely delivers to the Corporation any such notice of non-acceptance in response to a Servicing Change Proposal, which rejection shall include the reasons for such proposed rejection set forth in reasonable detail. No Servicing Change shall not become effective unless and until all terms, including the cost thereof, are agreed upon in writing by both Parties. (c) If following the Corporation date of this Agreement, the aggregate number of Mortgage Loans removed or transferred by the Owner exceeds 120,000 Mortgage Loans and Subservicer. In either (i) the event that Subservicer advises percentage of loans in Default exceed any of the Corporation that it is not willing to enter into respective triggers as provided in the Pricing Exhibit or (ii) the Agency Loans as a percentage of all Mortgage Loans serviced under this Agreement exceeds the respective trigger provided in the Pricing Exhibit, the Servicer may provide a Servicing Change Proposal to the Owner with the Corporation at the price and on the terms and conditions set forth respect to any proposed increase in the Servicing Change Proposal, or fails to advise pricing payable by the Corporation of its intentions within Owner hereunder in an amount requested by the Servicer upon sixty (60) day period referred days advance written notice to in the paragraph above, Owner. If the Corporation shall be free for a period Owner has not agreed to such Servicing Change Proposal at the end of sixty (60) days following the expiration after receipt of such sixty (60) day period to enter into a subservicing agreement with a third party at a price and on other terms and conditions no more favorable to such third party than those set forth in the Servicing Change Proposal, then the increased costs set forth therein will automatically take effect; provided, however, that if the Corporation shall forward Owner does not agree to Subservicer a complete copy of the subservicing agreement as negotiated with pay such third party at least five (5) Business Days before it is signed. Before the Corporation may enter into a subservicing agreement with a third party at a price or on other terms and conditions more favorable to such third party than those set forth in the Servicing Change Proposalincreased costs, the Corporation must provide a description of Owner may exercise its rights under Section 11.01 (b)hereof and will pay the price and theServicer any costs related thereto, including without limitation those fees listed on the Pricing Exhibit.

Servicing Changes. If, following the date of this Agreement, the Corporation shall propose to (i) sell to Participant Participations in originate loans other than those currently originated or otherwise acquired by it in the ordinary course of business which loans would have servicing requirements different from those set forth herein; and/or (ii) otherwise alter any aspect of its origination activities or servicing requirements that, in each case, Subservicer Servicer determines in good faith would have a material effect on its obligations under this Agreement (any such amendment, supplement, discontinuation, introduction or other alteration being herein referred to as a "Servicing Change"), the Corporation shall give the Subservicer Servicer written notice of each such proposed Servicing Change accompanied, as applicable, by a written description of each proposed loan type or amendment, supplement or other alteration to the origination or servicing activities, which description shall in each case be sufficiently clear, comprehensive and detailed to provide a reasonable basis for the training of individuals who would be required to follow the procedures described thereby (such written notice is referred to herein as a "Servicing Change Proposal"). The Corporation shall not propose any Servicing Change with respect to any Mortgage Loans serviced hereunder without Participant's written consent. Within sixty (60) Business Days following the SubservicerServicer's receipt of a Servicing Change Proposal, the Subservicer Servicer shall either (i) accept such Servicing Change Proposal by delivering to the Corporation a written notice of acceptance, in which case the Servicing Change shall become effective on the date specified in the Servicing Change Proposal, or (ii) deliver a written notice of non-acceptance to the Corporation stating that (a) the performance of services hereunder by the Subservicer Servicer in accordance with such proposed Servicing Change would result in an increase in the cost to and burden upon the Subservicer Servicer of performing services hereunder and/or (b) such proposed Servicing Change cannot be practicably implemented. Any such notice shall contain a description of the increased cost or burden or, as appropriate, the reason or such impracticability. In the event the Subservicer Servicer timely delivers to the Corporation any such notice of non-acceptance in response to a Servicing Change Proposal, such proposed Servicing Change shall not become effective unless and until agreed upon in writing by both the Corporation and Subservicersuch party. In the event that Subservicer Servicer advises the Corporation that it is not willing to enter into a Servicing Change with the Corporation at the price and on the terms and conditions set forth in the Servicing Change Proposal, or fails to advise the Corporation of its intentions within the sixty (60) day period referred to in the paragraph above, the Corporation shall be free for a period of sixty (60) days following the expiration of such sixty (60) day period to enter into a subservicing agreement with a third party at a price and on other terms and conditions no more favorable to such third party than those set forth in the Servicing Change Proposal; provided, however, that the Corporation shall forward to Subservicer a complete copy of the subservicing agreement as negotiated with such third party at least five (5) Business Days before it is signed. Before the Corporation may enter into a subservicing agreement with a third party at a price or on other terms and conditions more favorable to such third party than those set forth in the Servicing Change Proposal, the Corporation must provide a description of the price and thesixty

Servicing Changes. If, following the date of this Agreement, the Corporation Bank shall propose to (i) sell to Participant Participations in loans other than those currently originated amend, supplement, discontinue or otherwise acquired by it in introduce any Program Form; (ii) amend or supplement the ordinary course of business which loans would have Servicing Activities; (iii) amend its Home Equity program such that the servicing requirements are different from those set forth hereinrequired by the Bank on the Commencement Date; and/or (iiiv) otherwise alter any aspect of its origination activities or servicing requirements that, in each case, Subservicer determines in good faith would have a material effect on its obligations under this Agreement the Servicing Activities (any such amendment, supplement, discontinuation, introduction or other alteration being herein referred to as a "“Servicing Change"”), the Corporation Bank shall give the Subservicer GMACM written notice of each such proposed Servicing Change accompanied, as applicable, by (A) a specimen of each Program Form proposed to be amended, supplemented or introduced, in the form in which it is proposed to be amended, supplemented or introduced; and /or (B) a written description of each proposed loan type or amendment, supplement or other alteration to the origination or servicing activitiesServicing Activities, which description shall in each case be sufficiently clear, comprehensive and detailed to provide a reasonable basis for the training of individuals who would be required to follow the procedures described thereby (such written notice notice, as accompanied by the items described in clauses (A) and (B), is referred to herein as a "“Servicing Change Proposal"”). The Corporation shall not propose any Servicing Change with respect to any Mortgage Loans serviced hereunder without Participant's written consent. Within sixty twenty (6020) Business Banking Days following the Subservicer's GMACM’s receipt of a Servicing Change Proposal, the Subservicer GMACM shall either (i) accept such Servicing Change Proposal by delivering to the Corporation Bank a written notice of acceptance, in which case the Servicing Change shall become effective on the date specified in the Servicing Change Proposal, or (ii) deliver a written notice of non-acceptance to the Corporation Bank stating that (a) the performance of services hereunder by the Subservicer GMACM in accordance with such proposed Servicing Change would result in an increase in the cost to and burden upon the Subservicer GMACM of performing services hereunder hereunder; and/or (b) such proposed Servicing Change cannot be practicably implemented. Any such notice shall contain a description of the increased cost or burden or, as appropriate, the reason or for such impracticabilityimpracticality. In the event the Subservicer timely GMACM delivers to the Corporation Bank any such notice of non-acceptance in response to a Servicing Change Proposal, such proposed Servicing Change shall not become effective unless and until agreed upon in writing by both the Corporation and Subservicer. In the event that Subservicer advises the Corporation that it is not willing to enter into a Servicing Change with the Corporation at the price and on the terms and conditions set forth in the Servicing Change Proposal, or fails to advise the Corporation of its intentions within the sixty (60) day period referred to in the paragraph above, the Corporation shall be free for a period of sixty (60) days following the expiration of such sixty (60) day period to enter into a subservicing agreement with a third party at a price and on other terms and conditions no more favorable to such third party than those set forth in the Servicing Change Proposal; provided, however, that the Corporation shall forward to Subservicer a complete copy of the subservicing agreement as negotiated with such third party at least five (5) Business Days before it is signed. Before the Corporation may enter into a subservicing agreement with a third party at a price or on other terms and conditions more favorable to such third party than those set forth in the Servicing Change Proposal, the Corporation must provide a description of the price and theparties.