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Common use of Termination of the Servicer Without Cause; Appointment of Special Servicer Clause in Contracts

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The Seller may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation as Servicer hereunder with respect to the Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation meets the eligibility criteria contained in Section 8.02, (ii) the 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 Certificates, (iv) such successor has agreed to assume the obligations of GMAC Mortgage Corporation hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation 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 GMAC Mortgage Corporation and all out-of-pocket expenses of GMAC Mortgage Corporation 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 Master Servicer. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the Mortgage Loans. The Seller and GMAC Mortgage Corporation 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 Mortgage Loan. Any subservicing agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service such Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will paid from the Servicing Fee collected by GMAC Mortgage Corporation with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-Ar4), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-Ar3)

Termination of the Servicer 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 GMAC Mortgage Corporation as the Servicer hereunder with respect to the such Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation such Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. The rights of the Sponsor to terminate the Servicer 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 Mortgage Loans. The Seller Sponsor and GMAC Mortgage Corporation 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 Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service such Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will paid from the Servicing Fee collected by GMAC Mortgage Corporation with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar1)

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The For so long as the Seller retains ownership of the servicing rights with respect to any of the Mortgage Loans, the Seller may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation as the Servicer hereunder with respect to the such Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation such Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. The rights of the Seller to terminate the Servicer pursuant to this Section 7.06(a) will cease to exist if the Seller 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 Seller retains or comes into possession of such servicing rights. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the Mortgage Loans. The Seller and GMAC Mortgage Corporation 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 Mortgage Loan. Any subservicing agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service such Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will paid from the Servicing Fee collected by GMAC Mortgage Corporation with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporation.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp. Series 2005-Ar5), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp, Alternative Loan Trust, Series 2005-Ar6)

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The Seller may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation the Servicer as Servicer hereunder with respect to the Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation the Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation the Servicer meets the eligibility criteria contained in Section 8.02, (ii) the Master Servicer 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master ServicerCertificate Insurer. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the Mortgage Loans. The Seller and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement shall contain terms and provisions not inconsistent with this Agreement acceptable to the Trustee and shall obligate the special servicer to service subservice such 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 GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Nomura Home Equity Loan, Inc.)

Termination of the Servicer 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 GMAC Mortgage Corporation as the Servicer hereunder with respect to the such Mortgage Loans without cause; provided, however, that any termination of the Servicer will be subject to the consent of the Certificate Insurer. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation the Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the related Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer incurred in connection with the transfer of servicing to such successor. The Seller shall provide a copy rights of the written confirmation Sponsor to terminate the Servicer pursuant to this Section 7.06(a) will cease to exist if the Sponsor sells or otherwise divests itself of its ownership of the Rating Agencies and the agreement executed by such successor servicing rights with respect to the Trustee and Mortgage Loans; provided, however, that this Section 7.06(a) will be operative at any time the Master ServicerSponsor 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 Mortgage Loans; provided, however, that the consent of the Certificate Insurer shall be required in connection with the appointment of a special servicer with respect to the Mortgage Loans. The Seller Sponsor and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service such Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will paid from the Servicing Fee collected by GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2007-3)

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The Seller Sponsor may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation the Servicer as Servicer hereunder with respect to the Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation the Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation the Servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. (b) In addition, the Seller Sponsor may, at its option, appoint a special servicer as subservicer with respect to certain of the Mortgage Loans. The Seller Sponsor and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service subservice such 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 GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The Seller Sponsor may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation the Servicer as Servicer hereunder with respect to the Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation the Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation the Servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. (b) In addition, the Seller Sponsor may, at its option, appoint a special servicer as subservicer with respect to certain of the Mortgage Loans. The Seller Sponsor and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service subservice such 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 GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ap1)

Termination of the Servicer Without Cause; Appointment of Special Servicer. (a) The Seller may, at its option, terminate the servicing responsibilities of GMAC Mortgage Corporation the Servicer as Servicer hereunder with respect to the Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation the Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation the Servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 Certificates, (iv) such successor has agreed to assume the obligations of GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. (b) In addition, the Seller may, at its option, appoint a special servicer with respect to certain of the Mortgage Loansservicer. The Seller and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service subservice such 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 GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-Ap2)

Termination of the Servicer 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 GMAC Mortgage Corporation as the Servicer hereunder with respect to the such Mortgage Loans without cause. No such termination shall become effective unless and until a successor to GMAC Mortgage Corporation such Servicer shall have been appointed to service and administer the related Mortgage Loans pursuant to the terms and conditions of this Agreement. No appointment shall be effective unless (i) such successor to GMAC Mortgage Corporation servicer meets the eligibility criteria contained in Section 8.02, (ii) the 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 GMAC Mortgage Corporation the Servicer hereunder to the extent of the Mortgage Loans and (v) all amounts reimbursable to GMAC Mortgage Corporation the Servicer pursuant to the terms of this Agreement shall have been paid to GMAC Mortgage Corporation the Servicer 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 GMAC Mortgage Corporation the Servicer and all out-of-pocket expenses of GMAC Mortgage Corporation the Servicer 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 Master Servicer. The rights of the Sponsor to terminate the Servicer 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 Mortgage Loans. The Seller Sponsor and GMAC Mortgage Corporation the Servicer 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 Mortgage Loan. Any subservicing agreement Subservicing Agreement shall contain terms and provisions not inconsistent with this Agreement and shall obligate the special servicer to service such Mortgage Loans in accordance with Accepted Servicing Practices. The fee payable to the special servicer for the performance of such duties and obligations will paid from the Servicing Fee collected by GMAC Mortgage Corporation the Servicer with respect to each such Mortgage Loan and will be remitted to such special servicer by GMAC Mortgage Corporationthe Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Af1)