Common use of TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER Clause in Contracts

TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER. (a) The Seller may, at its option, terminate the servicing responsibilities of GMACM as Servicer hereunder with respect to the GMACM Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMACM shall have been appointed to service and administer the GMACM Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMACM meets the eligibility criteria contained in Section 8.02, (ii) the Trustee shall have consented to such appointment, (iii) 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, (iv) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans and (v) all amounts reimbursable to GMACM pursuant to the terms of this Agreement shall have been paid to GMACM by the successor appointed pursuant to the terms of this Section 7.06 or by the Seller including without limitation, all unreimbursed Advances and Servicing Advances made by GMACM and all out-of-pocket expenses of GMACM incurred in connection with the transfer of servicing to such successor. The Seller shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee and the Certificate Insurer. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the GMACM Mortgage Loans. The Seller and GMACM shall negotiate in good faith with any proposed special servicer with respect to the duties and obligations of such special servicer with respect to any such GMACM Mortgage Loan. Any subservicing agreement shall contain terms and provisions acceptable to the Trustee and shall obligate the special servicer to subservice such GMACM Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will be paid from the Servicing Fee collected by GMACM with respect to each such GMACM Mortgage Loan and will be remitted to such special servicer by GMACM.

TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER. (a) The Seller For so long as the Sponsor retains ownership of the servicing rights with respect to any of the GMACM Mortgage Loans, the Sponsor may, at its option, terminate the servicing responsibilities of GMACM as Servicer hereunder with respect to the GMACM such Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMACM such Servicer shall have been appointed to service and administer the GMACM related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMACM servicer meets the eligibility criteria contained in Section 8.02, (ii) the Trustee Master Servicer shall have consented to such appointment, (iii) the Rating Agencies have confirmed been notified in writing that of such appointment will not result in a downgrade, qualification or withdrawal of and such successor servicer meets the then current ratings assigned to the CertificatesMinimum Servicing Requirements, (iv) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM related Mortgage Loans and Loans, (v) all amounts reimbursable to GMACM pursuant to the terms of this Agreement shall have been paid to GMACM by the successor appointed pursuant to the terms of this Section 7.06 or by the Seller Sponsor including without limitation, all unreimbursed Advances and Servicing Advances made by GMACM and all out-of-pocket expenses of GMACM incurred in connection with the transfer of servicing to such successor. The Seller Sponsor shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee and the Certificate InsurerMaster Servicer. The rights of the Sponsor to terminate GMACM pursuant to this Section 7.06(a) will cease to exist if the Sponsor sells or otherwise divests itself of its ownership of the servicing rights with respect to the Mortgage Loans; provided, however, that this Section 7.06(a) will be operative at any time the Sponsor retains or comes into possession of such servicing rights. (b) In addition, the Seller Sponsor may, at its option, appoint a special servicer with respect to certain of the GMACM Mortgage Loans. The Seller Sponsor and GMACM shall negotiate in good faith with any proposed special servicer with respect to the duties and obligations of such special servicer with respect to any such GMACM Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions acceptable to the Trustee not inconsistent with this Agreement and shall obligate the special servicer to subservice service such GMACM Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will be paid from the Servicing Fee collected by GMACM with respect to each such GMACM Mortgage Loan and will be remitted to such special servicer by GMACM.

TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER. (a) The Seller For so long as the Sponsor retains ownership of the servicing rights with respect to any of the Mortgage Loans, the Sponsor may, at its option, terminate the servicing responsibilities of GMACM as Servicer hereunder with respect to the GMACM such Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMACM such Servicer shall have been appointed to service and administer the GMACM related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMACM servicer meets the eligibility criteria contained in Section 8.02, (ii) the Trustee Master Servicer shall have consented to such appointment, (iii) the Rating Agencies have confirmed been notified in writing that of such appointment will not result in a downgrade, qualification or withdrawal of and such successor servicer meets the then current ratings assigned to the CertificatesMinimum Servicing Requirements, (iv) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM related Mortgage Loans and (v) all amounts reimbursable to GMACM pursuant to the terms of this Agreement shall have been paid to GMACM by the successor appointed pursuant to the terms of this Section 7.06 or by the Seller Sponsor including without limitation, all unreimbursed Advances and Servicing Advances made by GMACM and all out-of-pocket expenses of GMACM incurred in connection with the transfer of servicing to such successor. The Seller Sponsor shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee and the Certificate InsurerMaster Servicer. The rights of the Sponsor to terminate GMACM pursuant to this Section 7.06(a) will cease to exist if the Sponsor sells or otherwise divests itself of its ownership of the servicing rights with respect to the Mortgage Loans; provided, however, that this Section 7.06(a) will be operative at any time the Sponsor retains or comes into possession of such servicing rights. (b) In addition, the Seller Sponsor may, at its option, appoint a special servicer with respect to certain of the GMACM Mortgage Loans. The Seller Sponsor and GMACM shall negotiate in good faith with any proposed special servicer with respect to the duties and obligations of such special servicer with respect to any such GMACM Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions acceptable to the Trustee not inconsistent with this Agreement and shall obligate the special servicer to subservice service such GMACM Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will be paid from the Servicing Fee collected by GMACM with respect to each such GMACM Mortgage Loan and will be remitted to such special servicer by GMACM.

TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER. (a) The Seller may, at its option, terminate the servicing responsibilities of GMACM as Servicer hereunder with respect to the GMACM Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMACM shall have been appointed to service and administer the GMACM Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMACM meets the eligibility criteria contained in Section 8.02, (ii) the Trustee shall have consented to such appointment, (iii) 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, (iv) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans and (v) all amounts reimbursable to GMACM pursuant to the terms of this Agreement shall have been paid to GMACM by the successor appointed pursuant to the terms of this Section 7.06 or by the Seller including without limitation, all unreimbursed Advances and Servicing Advances made by GMACM and all out-of-pocket expenses of GMACM incurred in connection with the transfer of servicing to such successor. The Seller shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee and the Certificate InsurerTrustee. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the GMACM Mortgage Loans. The Seller and GMACM shall negotiate in good faith with any proposed special servicer with respect to the duties and obligations of such special servicer with respect to any such GMACM Mortgage Loan. Any subservicing agreement shall contain terms and provisions acceptable to the Trustee and shall obligate the special servicer to subservice such GMACM Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will be paid from the Servicing Fee collected by GMACM with respect to each such GMACM Mortgage Loan and will be remitted to such special servicer by GMACM.

TERMINATION OF GMACM WITHOUT CAUSE; APPOINTMENT OF SPECIAL SERVICER. (a) The Seller may, at its option, terminate the servicing responsibilities of GMACM as Servicer hereunder with respect to the GMACM Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMACM shall have been appointed to service and administer the GMACM Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMACM meets the eligibility criteria contained in Section 8.02, (ii) the Trustee Master Servicer shall have consented to such appointment, (iii) 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 CertificatesCertificates (provided that no such letter shall be required from the Rating Agencies in the event that the servicing rights are sold to a signatory of this Agreement and such signatory has, at the time of such appointment, at least an “average” rating from the Rating Agencies), (iv) such successor has agreed to assume the obligations of GMACM hereunder to the extent of the GMACM Mortgage Loans and (v) all amounts reimbursable to GMACM pursuant to the terms of this Agreement shall have been paid to GMACM by the successor appointed pursuant to the terms of this Section 7.06 or by the Seller including without limitation, all unreimbursed Advances and Servicing Advances made by GMACM and all out-of-pocket expenses of GMACM incurred in connection with the transfer of servicing to such successor. The Seller shall provide a copy of the written confirmation of the Rating Agencies and the agreement executed by such successor to the Trustee and the Certificate InsurerMaster Servicer. (b) In addition, the Seller may, at its option, appoint a special servicer as subservicer with respect to certain of the GMACM Mortgage Loans. The Seller and GMACM shall negotiate in good faith with any proposed special servicer with respect to the duties and obligations of such special servicer with respect to any such GMACM Mortgage Loan. Any subservicing agreement shall contain terms and provisions acceptable to the Trustee not inconsistent with this Agreement and shall obligate the special servicer to subservice such GMACM Mortgage Loans in accordance with Accepted Servicing Practicesaccepted servicing practices. The fee payable to the special servicer for the performance of such duties and obligations will be paid from the Servicing Fee collected by GMACM with respect to each such GMACM Mortgage Loan and will be remitted to such special servicer by GMACM.