Common use of Grounds for Termination Clause in Contracts

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, (iii) with respect to clauses (a), (e) or (j) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trustee: (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution by the Servicer of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service the Mortgage Loans; (e) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (f) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, its obligations under Sections 4.1.3 or 4.1.4, subject to any cure period set forth in such Sections; (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein.

Grounds for Termination. The Trustee shall (a) Either Party will have the right to terminate for cause this Agreement upon the servicing privileges occurrence of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occurevents: (i) the failure of the other Party to comply with any of the terms of this Agreement or otherwise discharge its duties hereunder in any material respect, or the breach by the other Party of any of its representations or warranties herein in any material respect, if such failure or breach is not cured within thirty (30) days of such breaching Party’s receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the Trustee has given admission by the Servicer prior written notice other Party in writing of the occurrence of such event, (iii) with respect its inability to clauses (a), (e) or (j) hereofpay its debts generally as they become due, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided making by the Master Servicer or trustee: (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution by the Servicer other Party of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service filing by or against such other Party of any petition under any federal, state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within sixty (60) days after the Mortgage Loans;date thereof. (eb) Lannett will also have the Servicer's placement on probation or suspension by a federal or state government agency, includingright to suspend further performance under this Agreement and/or terminate this Agreement in its entirety, without limitationliability except for unpaid ​ Lannett Company, FHLMCInc. Distribution Agreement ‌ ​ ​ previously delivered Product, FNMA or GNMA; if: (fi) Supplier loses any approval(s) from the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer has been terminated for cause pursuant FDA required to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, perform its obligations under Sections 4.1.3 this Agreement; (ii) Supplier or 4.1.4its principals are involved in felonious or fraudulent activities; or (iii) Supplier is unable to successfully address material deficiencies identified by the FDA as a result of an inspection of Supplier’s facility within sixty (60) days after Supplier’s receipt of a deficiency notice from the FDA; or (iv) more than three (3) late shipments of the Products occur during any 12-month period during the Term. In any such event, subject Lannett may terminate this Agreement immediately by written notice to any cure period set forth Supplier. For purposes of this Section, a late shipment shall mean failure by Supplier to ship to Lannett one hundred percent (100%) of the Products ordered by Lannett for delivery within forty-five (45) days of the date specified for such delivery in such Sections;the applicable Purchase Order. (ic) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein[***].

Grounds for Termination. The Trustee shall have Agreement may be terminated with immediate effect for all Parties by giving notice thereof to the right to terminate for cause the servicing privileges other Party, 15.2.1 by any of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that Parties if (i) the Takeover Offer ultimately lapses as result of non-satisfaction of the Offer Conditions (unless such Offer Conditions have been effectively waived before that time), provided, however, that the terminating Party is not then in breach, in any material respect, of any of its covenants or obligations under this Agreement relating to the relevant Offer Condition; or (ii) a Competing Transaction has been settled; 15.2.2 by the Company in the following occur, events: (i) the Offer Document has not been submitted to BaFin or published by the Bidder within the timeline agreed in Section 3.1 above; (ii) the Trustee has given the Servicer prior written notice terms of the occurrence of such eventTakeover Offer deviate from the terms agreed in this Agreement, save for immaterial deviations; specifically if the Offer Price offered in the Takeover Offer is lower than the Offer Price agreed in Section 3.3 above or if the Takeover Offer contains conditions that are broader than the Offer Conditions specified in Section 3.5 above; (iii) the intentions of the Bidder or WST as published in the Offer Document with respect regard to clauses (a)the strategy of the Bidder and WST differ from those set forth in this Agreement, (e) or (j) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and save for immaterial differences; (iv) with the offer document or comparable document in respect to clause (i), of a Superior Offer has been published by a third party and the Servicer Bidder has failed to cure such event by 5:00 PM New York time on not matched the Business Day following receipt of notice offer price per Company Share of such failure to advance provided offer at the latest two (2) Business Days from the date of the publication of such offer or comparable document; or (v) the Bidder or WST has breached any of their respective material obligations under this Agreement and such breach has not been cured within seven (7) Business Days after the breach has been made known by the Master Servicer or trustee:Company. (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution 15.2.3 by the Servicer of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service the Mortgage Loans; (e) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (f) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, its obligations under Sections 4.1.3 or 4.1.4, subject to any cure period set forth in such Sections;Bidder and/or WST if (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereofManagement Board and/or the Supervisory Board does not support the Takeover Offer in its Response Statement in accordance with its obligations as set out in this Agreement; or (jii) the Servicer Company has breached any of its material obligation set forth or incorporated by reference in obligations under this Agreement and such breach has not been cured within seven (other than any obligation referred to in clauses (a7) through (i) of this Section 19.2.1) or Business Days after the Mortgage Loan Purchase Agreement, including, without limitation, breach has been made known by the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified hereinBidder.

Grounds for Termination. The Trustee (a) Either party shall have the right to terminate for cause this Agreement upon the servicing privileges occurrence of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occurevents: (i) the failure of the other party to comply with any of the terms of this Agreement or otherwise discharge its duties hereunder [***], or the breach by the other party of any of its representations or warranties herein [***], if such failure or breach is not cured within [***] ([***]) days of such breaching party’s receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, (iii) with respect to clauses (a), (e) or (j) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided making by the Master Servicer or trustee: (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution by the Servicer other party of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service filing by or against such otherparty of any petition under any federal, state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within [***] after the Mortgage Loans;date thereof. (eb) OptiNose shall also have the Servicer's placement on probation or suspension by a federal or state government agency, includingright to suspend further performance under this Agreement and/or terminate this Agreement in its entirety, without limitationliability except for unpaid previously delivered API that conforms with the terms hereof, FHLMC, FNMA if: (i) Hovione loses any approval(s) from the FDA required to perform its obligations under this Agreement or GNMA; if Hovione is involved in felonious or fraudulent activities; or (fii) Hovione does not submit a Corrective And Preventive Action plan to the Servicer's assignment or attempted assignment FDA within [***] ([***]) days of any being notified of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer deficiencies as a result of an inspection [***] Certain information in this document has been terminated omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. of Hovione’s facility; or (iii) [***]. OptiNose shall also have the right to suspend further performance under this Agreement and/or terminate this Agreement in its entirety without liability, except for cause pursuant unpaid previously delivered API and, subject to timely delivery, API subject to Firm Forecasts, in each case, that conforms to the terms of another servicing this Agreement if the Finished Product does not reach the market or if the parties do not reach an agreement with the Master Servicer;regarding a price increase pursuant to Exhibit B or Section 4.5 hereof. (hc) failure by Hovione shall also have the Servicer right to duly perform, within the required time periods, its obligations suspend further performance under Sections 4.1.3 or 4.1.4, subject to any cure period set forth in such Sections; (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to and/or terminate this Agreement in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, includingits entirety, without limitationliability, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified hereinif OptiNose does not receive FDA approval for its Finished Product by [***].

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, (iii) with respect to clauses (a), (e) or (j) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trustee: (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution by the Servicer of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service the Mortgage Loans; (e) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (f) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, its obligations under Sections 4.1.3 or 4.1.4, subject to any cure period set forth in such Sections; (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein.

Grounds for Termination. The Trustee shall (a) Either Party will have the right to terminate for cause this Agreement upon the servicing privileges occurrence of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occurevents: (i) the failure of the other Party to comply with any of the terms of this Agreement or otherwise discharge its duties hereunder in any material respect, or the breach by the other Party of any of its representations or warranties herein in any material respect, if such failure or breach is not cured within thirty (30) days of such breaching Party’s receipt of written notice specifying the nature of such failure or breach with particularity; or (ii) the Trustee has given admission by the Servicer prior written notice other Party in writing of the occurrence of such event, (iii) with respect its inability to clauses (a), (e) or (j) hereofpay its debts generally as they become due, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided making by the Master Servicer or trustee: (a) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (b) the appointment of a trustee or receiver for the Servicer or any of its property; (c) the execution by the Servicer other Party of an assignment for the benefit of its creditors; (d) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service filing by or against such other Party of any petition under any federal, state or local bankruptcy, insolvency or similar laws, if such filing has not been stayed or dismissed within sixty (60) days after the Mortgage Loans;date thereof. (eb) Lannett will also have the Servicer's placement on probation or suspension by a federal or state government agency, includingright to suspend further performance under this Agreement and/or terminate this Agreement in its entirety, without limitationliability except for unpaid previously delivered Products and unpaid Net Profit Split payments, FHLMC, FNMA or GNMA; if: (fi) Supplier loses any approval(s) from the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (g) the Servicer has been terminated for cause pursuant FDA required to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, perform its obligations under Sections 4.1.3 this Agreement; (ii) Supplier or 4.1.4its principals are found by a court of competent jurisdiction to have been involved in felonious or fraudulent activities; or (iii) Supplier is unable to successfully address material deficiencies identified by the FDA as a result of an inspection of the Facility within sixty (60) days after Supplier’s receipt of a deficiency notice from the FDA; or (iv) more than three (3) late shipments of the Products occur during any 12-month period during the Term. In any such event, subject Lannett may terminate this Agreement immediately by written notice to any cure period set forth Supplier. For purposes of this Section, a late shipment shall mean failure by Supplier to deliver to Lannett one hundred percent (100%) of the Products ordered by Lannett within thirty (30) days of the date specified for such delivery in such Sections;the applicable Purchase Order. (c) Supplier will have the right to terminate this Agreement in its entirety, without liability, if: (i) failure Lannett loses any approval(s) from the FDA required to perform its obligations under this Agreement; (ii) Lannett is found by the Servicer a court of competetent jurisdiction to make a P&I Advance pursuant to Section 17.1 hereofhave been involved in fraudulent of felonious activities; or or (jiii) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein[***].

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee or the Master Servicer on its behalf has given the Servicer prior written notice of the occurrence of such event, event and (iii) with respect to clauses (a), (eb) or (jf) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trusteedays: (a) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement or any Sales Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein; (b) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Sales Agreement, or in any documents relating to the foregoing agreements; (bc) the appointment of a trustee or receiver for the Servicer or any of its property; (cd) the execution by the Servicer of an assignment for the benefit of its creditors; (de) any material change in the financial status of the Servicer that, in the opinion of the TrusteeMaster Servicer, could materially adversely affect the Trustee, the Master Servicer or the Servicer's ability to service the Mortgage Loans; (ef) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (fg) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent;; or (gh) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer; (h) failure by the Servicer to duly perform, within the required time periods, its obligations under Sections 4.1.3 or 4.1.4, subject to any cure period set forth in such Sections; (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) of this Section 19.2.1) or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein.

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, event and (iii) with respect to clauses (a), (eb) or (jf) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trusteedays: (a) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer’s failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein; (b) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (bc) the appointment of a trustee or receiver for the Servicer or any of its property; (cd) the execution by the Servicer of an assignment for the benefit of its creditors; (de) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ’s ability to service the Mortgage Loans; (ef) the Servicer's ’s placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (fg) the Servicer's ’s assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's ’s prior written consent; (gh) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer;; or (hi) failure by the Servicer to duly perform, within the required time periodsperiod, its obligations under Sections 4.1.3 Section 4.1.3, 4.1.4 or 4.1.420.3 which failure continues unremedied for a period of [twenty-five (25)] days after the date on which written notice of such failure, subject requiring the same to any cure period set forth in such Sections; (i) failure by be remedied, shall have been given to the Servicer by any party to make a P&I Advance this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) a securitization of this Section 19.2.1) or the such Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified hereinLoans.

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, event and (iii) with respect to clauses (a), (eb) or (jf) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trusteedays: (a) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein; (b) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (bc) the appointment of a trustee or receiver for the Servicer or any of its property; (cd) the execution by the Servicer of an assignment for the benefit of its creditors; (de) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service the Mortgage Loans; (ef) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (fg) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (gh) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer;; or (hi) failure by the Servicer to duly perform, within the required time periodsperiod, its obligations under Sections Section 4.1.3 or 4.1.4which failure continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, subject requiring the same to any cure period set forth in such Sections; (i) failure by be remedied, shall have been given to the Servicer by any party to make a P&I Advance this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) a securitization of this Section 19.2.1) or the such Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified hereinLoans.

Grounds for Termination. The Trustee shall have the right to terminate for cause the servicing privileges of the Servicer under this Agreement, either with respect to certain Mortgage Loans serviced hereunder or with respect to all Mortgage Loans serviced hereunder in the event that (i) any of the following occur, (ii) the Trustee has given the Servicer prior written notice of the occurrence of such event, event and (iii) with respect to clauses (a), (eb) or (jf) hereof, the Servicer has failed to cure such event within a reasonable time, which shall in all cases be no less than ninety (90) days and (iv) with respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New York time on the Business Day following receipt of notice of such failure to advance provided by the Master Servicer or trusteedays: (a) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement or the Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified herein; (b) the Servicer has made one or more false or misleading representations or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or in any documents relating to the foregoing agreements; (bc) the appointment of a trustee or receiver for the Servicer or any of its property; (cd) the execution by the Servicer of an assignment for the benefit of its creditors; (de) any material change in the financial status of the Servicer that, in the opinion of the Trustee, could materially adversely affect the Trustee, or the Servicer's ability to service the Mortgage Loans; (ef) the Servicer's placement on probation or suspension by a federal or state government agency, including, without limitation, FHLMC, FNMA or GNMA; (fg) the Servicer's assignment or attempted assignment of any of its interests, rights, or obligations set forth herein without the Master Servicer's prior written consent; (gh) the Servicer has been terminated for cause pursuant to the terms of another servicing agreement with the Master Servicer;; or (hi) failure by the Servicer to duly perform, within the required time periodsperiod, its obligations under Sections 4.1.3 Section 4.1.3, 4.1.4 or 4.1.420.3 which failure continues unremedied for a period of [twenty-five (25)] days after the date on which written notice of such failure, subject requiring the same to any cure period set forth in such Sections; (i) failure by be remedied, shall have been given to the Servicer by any party to make a P&I Advance this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to Section 17.1 hereof; or (j) the Servicer has breached any material obligation set forth or incorporated by reference in this Agreement (other than any obligation referred to in clauses (a) through (i) a securitization of this Section 19.2.1) or the such Mortgage Loan Purchase Agreement, including, without limitation, the Servicer's failure to maintain the requisite Fidelity Bond and Errors and Omissions Policy in the amounts specified hereinLoans.