Common use of Servicer Termination Clause in Contracts

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon Servicer’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or Servicer. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserAgent, in its sole discretion, may terminate ServicerRMS’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require Servicer RMS to deliver the related Servicing Records to Purchaser Agent or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller RMS requiring such termination. Such termination shall be effective upon ServicerRMS’s receipt of such written notice; provided, that ServicerRMS’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Agent, Purchaser or ServicerRMS. Upon any such termination, all authority and power of Servicer RMS respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Agent and Purchaser Agent is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Purchaser Agent shall reasonably determine. Servicer RMS shall promptly take such actions and furnish to Purchaser Agent such documents that Purchaser Agent deems necessary or appropriate to enable Purchaser Agent to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by ServicerRMS, together with all escrow amounts relating to such Mortgage LoansLoans and REO Properties, are delivered to Successor Servicerthe successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at SellerRMS’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer RMS shall fully cooperate with Purchaser Agent to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of the Purchaser. The subservicing rights required to be delivered to Successor Servicer the successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer RMS or any third party (other than the Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer RMS other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunderhereunder or remove the related REO Properties from the REO Subsidiary. No exercise by Agent or the Purchaser of its their rights under this Section 16(i) shall relieve Seller or Servicer RMS of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default has occurred and is continuing or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon Servicera Responsible Officer of Seller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserPurchasers, in its their sole discretiondiscretion (and, with respect to any REO Properties, on behalf of the REO Subsidiary), may terminate ServicerSeller’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require Servicer Seller to deliver the related Servicing Records to Purchaser Purchasers or its designee their designees upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that ServicerSeller’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser Purchasers or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Purchasers, and Purchaser is Purchasers are hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Purchaser Purchasers shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser Purchasers such documents that Purchaser deems Purchasers deem necessary or appropriate to enable Purchaser Purchasers to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by ServicerSeller, together with all escrow amounts relating to such Mortgage LoansLoans and REO Properties, are delivered to Successor Servicera successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser Purchasers to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of PurchaserPurchasers. The subservicing rights required to be delivered to Successor Servicer the successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than PurchaserPurchasers) and free of any title, interest, lien, encumbrance Exhibit 10.1 or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans and REO Properties hereunder. No exercise by Purchaser Purchasers of its their rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate ServicerSeller’s rights and obligations as subservicer of the affected Mortgage Loans and require Servicer Seller to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that ServicerSeller’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by ServicerSeller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Agent (on behalf of Purchaser), in its sole discretion, may terminate the Servicer’s rights and obligations as subservicer of the affected Mortgage Loans with respect to any (or all) Purchased Assets and require the Servicer to deliver the related Servicing Records to the Purchaser (or its designee designees) upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller the Servicer requiring such termination. Such termination shall be effective upon the Servicer’s receipt of such written notice; provided, that the Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or the Servicer. Upon any such termination, all authority and power of the Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Purchaser, and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. The Servicer shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans Purchased Assets and all files and documents relating to such Mortgage Loans Purchased Assets held by ServicerSeller, together with all escrow amounts relating to such Mortgage LoansPurchased Assets, are delivered to Successor Servicersuch successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans Purchased Assets and doing or causing to be done, all at the Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserAgent, in its sole discretion, may terminate ServicerRMS’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require Servicer RMS to deliver the related Servicing Records to Purchaser Agent or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller RMS requiring such termination. Such termination shall be effective upon ServicerRMS’s receipt of such written notice; provided, that ServicerRMS’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Agent, Purchaser or ServicerRMS. Upon any such termination, all authority and power of Servicer RMS respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Agent and Purchaser Agent is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Purchaser Agent shall reasonably determine. Servicer RMS shall promptly take such actions and furnish to Purchaser Agent such documents that Purchaser Agent deems necessary or appropriate to enable Purchaser Agent to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by ServicerRMS, together with all escrow amounts relating to such Mortgage LoansLoans and REO Properties, are delivered to Successor Servicerthe successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at SellerRMS’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer RMS shall fully cooperate with Purchaser Agent to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer the successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer RMS or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer RMS other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunderhereunder or remove the related REO Properties from the REO Subsidiary. No exercise by Agent or Purchaser of its their rights under this Section 16(i) shall relieve Seller or Servicer RMS of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b17(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i17(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i17(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate ServicerSeller’s rights and obligations as subservicer of the affected Mortgage Loans and require Servicer Seller to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that ServicerSeller’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer Servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by ServicerSeller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i16(g) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i16(g) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. In accordance with this Agreement and the related Instruction Letter, Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans Purchased Assets that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an a Servicer Termination Event of Default or with respect to any Servicer, (ii) upon the expiration of the Servicing Term with respect to any Servicer other than Nationstar, as set forth in Section 16(b) by delivering written notice to Seller and Servicer requiring such terminationtermination or (iii) upon sixty (60) days written notice from Purchaser to Nationstar. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans Purchased Assets for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans Purchased Assets and shall perform all acts and take all actions so that the Mortgage Loans Purchased Assets and all files and documents relating to such Mortgage Loans Purchased Assets held by Servicer, together with all escrow amounts relating to such Mortgage LoansPurchased Assets, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans Purchased Assets and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans Purchased Assets shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans Purchased Assets and the right and obligation to repurchase the Mortgage Loans Purchased Assets hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretiondiscretion (and, with respect to any REO Properties, on behalf of the REO Subsidiary), may terminate ServicerSeller’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require Servicer Seller to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that ServicerSeller’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Purchaser, and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems deem necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by ServicerSeller, together with all escrow amounts relating to such Mortgage LoansLoans and REO Properties, are delivered to Successor Servicera successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer the successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans and REO Properties hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserAgent, in its sole discretion, may terminate ServicerRMS’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require Servicer RMS to deliver the related Servicing Records to Purchaser Agent or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b‎16(b) by delivering written notice to Seller RMS requiring such termination. Such termination shall be effective upon ServicerRMS’s receipt of such written notice; provided, that ServicerRMS’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Agent, any Purchaser or ServicerRMS. Upon any such termination, all authority and power of Servicer RMS respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Agent and Purchaser Agent is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Purchaser Agent shall reasonably determine. Servicer RMS shall promptly take such actions and furnish to Purchaser Agent such documents that Purchaser Agent deems necessary or appropriate to enable Purchaser Agent to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by ServicerRMS, together with all escrow amounts relating to such Mortgage LoansLoans and REO Properties, are delivered to Successor Servicerthe successor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at SellerRMS’s sole expense. To the extent that the approval of the Applicable Agency Xxxxxx Xxx is required for any such sale or transfer, Seller and Servicer RMS shall fully cooperate with Purchaser Agent to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of PurchaserAgent for the benefit of Purchasers. The subservicing rights required to be delivered to Successor Servicer the successor servicer in accordance with this Section 16(i‎16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer RMS or any third party (other than PurchaserAgent for the benefit of Purchasers) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer RMS other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunderhereunder or remove the related REO Properties from the REO Subsidiary. No exercise by Agent or any Purchaser of its their rights under this Section 16(i‎16(i) shall relieve Seller or Servicer RMS of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b17(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of 63 The subsection 17(g) was amended by Amendment No. 1, dated as of September 24, 2021. 64 The subsection 17(h) was amended by Amendment No. 1, dated as of September 24, 2021. 67 such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i17(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i17(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserAgent (on behalf of Purchasers), in its sole discretion, may terminate ServicerSeller’s rights and obligations as subservicer of the affected Mortgage Loans and require Servicer Seller to deliver the related Servicing Records to the applicable Purchaser or its designee designees upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or Servicer. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Purchasers and Purchaser is Purchasers are hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser Purchasers shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser Purchasers such documents that Purchaser reasonably deems necessary or appropriate to enable Purchaser Purchasers to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by ServicerSeller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency Agency, FHA or VA is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser Purchasers to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of PurchaserPurchasers. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i16(j) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than PurchaserPurchasers) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser Purchasers of its their rights under this Section 16(i16(j) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. PurchaserPurchasers, in its their sole discretion, may terminate Servicer’s Seller's rights and obligations as subservicer of the affected Mortgage Loans and require Servicer Seller to deliver the related Servicing Records to Purchaser Purchasers or its designee their designees upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon Servicer’s Seller's receipt of such written notice; provided, that Servicer’s Seller's subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser Purchasers or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) Purchasers and Purchaser is Purchasers are hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser Purchasers shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser Purchasers such documents that Purchaser deems Purchasers deem necessary or appropriate to enable Purchaser Purchasers to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by ServicerSeller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s 's possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s 's sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser Purchasers to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of PurchaserPurchasers. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than PurchaserPurchasers) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser Purchasers of its their rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default has occurred and is continuing or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b1617(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon Servicera Responsible Officer of Seller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i1617(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i1617(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement. (ck) Conflicts. For the avoidance of doubt, if a Servicer Side Letter conflicts with any provision set forth in this Section 1617, the applicable Servicer Side Letter shall control with respect to such provision.

Servicer Termination. Purchaser, in its sole discretion, may terminate Seller’s or any Servicer’s rights and obligations as subservicer servicer or subservicer, as applicable, of the affected Mortgage Loans that it is servicing or subservicing, as applicable, on behalf of Purchaser and require Servicer Seller or Servicer, as applicable, to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon Seller’s or such Servicer’s receipt of such written notice; provided, that Seller’s and such Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser Purchaser, Seller or such Servicer. Upon any such termination, all authority and power of Seller or Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Seller shall, and shall cause such Servicer shall to, promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall, and shall cause such Servicer to, perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Seller or Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicersuccessor servicer, including but not limited to preparing, executing and delivering to the Successor Servicer successor servicer any and all documents and other instruments, placing in the Successor Servicersuccessor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor Servicer successor servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s Seller's rights and obligations as subservicer of the affected Mortgage Loans and require Servicer Seller to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon Servicer’s Seller's receipt of such written notice; provided, that Servicer’s Seller's subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer Seller respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by ServicerSeller, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s 's possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s 's sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans that it is subservicing on behalf of Purchaser and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b17(b) by delivering written notice to Seller and Servicer requiring such termination. Such termination shall be effective upon ServicerSeller’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Purchaser or ServicerSeller. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer Seller shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor successor Servicer, including but not limited to preparing, executing and delivering to the Successor successor Servicer any and all documents and other instruments, placing in the Successor successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property property of Purchaser. The subservicing rights required to be delivered to Successor successor Servicer in accordance with this Section 16(i17(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i17(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.. (k)

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of the affected Mortgage Loans and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon Servicer’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 17(t), regardless of whether notice of such event shall have been given to or by Purchaser or Servicer. Upon any such termination, all authority and power of Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser (the “Successor Servicer”) and Purchaser is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans for such price and on such terms and conditions as Purchaser shall reasonably determine. Servicer shall promptly take such actions and furnish to Purchaser such documents that Purchaser deems necessary or appropriate to enable Purchaser to enforce such Mortgage Loans and shall perform all acts and take all actions so that the Mortgage Loans and all files and documents relating to such Mortgage Loans held by Servicer, together with all escrow amounts relating to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering to the Successor Servicer any and all documents and other instruments, placing in the Successor Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be done, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required to be delivered to Successor Servicer in accordance with this Section 16(i) shall be delivered free of any servicing rights in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreement.

Servicer Termination. Purchaser, in its sole discretion, may terminate Servicer’s rights and obligations as subservicer of After receipt by the affected Mortgage Loans and require Servicer to deliver the related Servicing Records to Purchaser or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to Seller requiring such termination. Such termination shall be effective upon Servicer’s receipt of such written notice; provided, that Servicer’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination EventNotice, regardless of whether notice of such event and effective on the date on which the successor Servicer shall have been given to or by Purchaser or assumed the Servicer. Upon any such termination’s responsibilities and obligations hereunder and under the other Loan Documents, all authority and power of the Servicer respecting its rights to subservice and duties under this Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Purchaser Servicer (the a “Successor ServicerServicing Transfer”) and Purchaser designated by the Agents pursuant to Section 4.01(a); and, without limitation, the Administrative Agent is hereby authorized and empowered (upon the failure of the Servicer to transfer such rights cooperate promptly) to subservice execute and deliver, on behalf of the Mortgage Loans for such price Servicer, as attorney-in-fact or otherwise, all documents and on such terms and conditions as Purchaser shall reasonably determine. other instruments upon the failure of the Servicer shall promptly take such actions and furnish to Purchaser execute or deliver such documents that Purchaser deems or instruments, and to do and accomplish all other acts or things necessary or appropriate to enable Purchaser effect the purposes of such Servicing Transfer. The Servicer agrees to enforce cooperate with the Administrative Agent and such Mortgage Loans successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder and (ii) transferring all duties and obligations of the Servicer hereunder to such successor Servicer, including the transfer to such successor Servicer of all authority of the Servicer to service and administer the Transferred Receivables provided for under this Agreement, including all authority over all Collections which shall perform on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in a Collection Account, or which shall thereafter be received with respect to the Transferred Receivables, and in assisting the successor Servicer. The Servicer shall transfer to the successor Servicer all acts and take all actions so that the Mortgage Loans and all files and documents its electronic records relating to such Mortgage Loans held by Servicerthe Transferred Receivables and Contracts, together with all escrow amounts relating other Records, correspondence and documents necessary for the continued servicing and administration of the Transferred Receivables in the manner and at such times as the successor Servicer shall reasonably request. The Servicer shall continue to such Mortgage Loans, are delivered to Successor Servicer, including but not limited to preparing, executing and delivering perform its servicing obligations under this Agreement until the effective date of the Servicing Transfer in accordance with the standard of care set forth in Section 4.02. The predecessor Servicer shall be responsible for all expenses incurred in transferring the servicing duties to the Successor successor Servicer. Notwithstanding the foregoing, to the extent permitted by applicable Requirements of Law, the Servicer shall be allowed to retain a copy of all records, correspondence and documents provided to the successor Servicer in compliance with the Servicer’s recordkeeping policies or Requirements of Law. The Servicer agrees to turn over to the Borrower Collection Account any Collections it receives within one Business Day of receipt. In connection with a Servicing Transfer the applicable successor Servicer is granted a royalty free, nonexclusive license for as long as such successor Servicer is active in such capacity and such successor Servicer is granted permission to use all documents of the Servicer’s trademarks, trade styles, trade names, patents, patent applications, copyrights, service marks, licenses, franchises and other instruments, placing proprietary rights which are used or useful in connection with the Successor performance of the Servicer’s possession all Servicing Records pertaining to such Mortgage Loans and doing or causing to be doneobligations under this Agreement. Upon its appointment, all at Seller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, Seller and a successor Servicer shall fully cooperate with Purchaser to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans shall be the Property of Purchaser. The subservicing rights required successor in all respects to be delivered the Servicer with respect to Successor Servicer in accordance with servicing functions under this Section 16(i) Agreement and shall be delivered free of any servicing rights subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof, and all references in favor of Seller or Servicer or any third party (other than Purchaser) and free of any title, interest, lien, encumbrance or claim of any kind of Seller or Servicer other than record title this Agreement to the Mortgages relating Servicer shall be deemed to the Mortgage Loans and the right and obligation refer to repurchase the Mortgage Loans hereunder. No exercise by Purchaser of its rights under this Section 16(i) shall relieve Seller or Servicer of responsibility or liability for any breach of this Agreementsuch successor Servicer.