Common use of Term and Notice Clause in Contracts

Term and Notice. The term of this Agreement shall extend to the Termination Date (as defined in Section 10.01 of the Pooling and Servicing Agreement). At any time during the term hereof, Bayview may, without cause, by forty-five (45) days prior written notice to the Servicer, terminate this Agreement as to all but not less than all Mortgage Loans then being serviced. Bayview shall reimburse the Servicer and the Master Servicer for the reasonable costs and expenses associated with transfer of the servicing to a successor Servicer. Appointment of a successor Servicer by Bayview shall be subject to the following conditions: (i) written confirmation from the Rating Agencies shall have been obtained that appointment of such successor servicer will not result in the reduction or withdrawal of any rating assigned to an outstanding Class of Certificates, (ii) the Master Servicer shall have consented to such appointment and all applicable provisions of the Pooling and Servicing Agreement shall have been complied with, (iii) such successor Servicer shall have entered into a servicing agreement substantially similar to this Agreement. At any time during the term hereof, the Servicer may, without cause, by one hundred twenty (120) days prior written notice to Bayview, the Master Servicer and the Trustee, terminate this Agreement as to all but not less than all Mortgage Loans then being serviced; provided, however, the Servicer shall continue to service the Mortgage Loans notwithstanding the expiration of such one hundred twenty (120) day period until a successor servicer shall have been appointed in accordance with this Agreement and the Pooling and Servicing Agreement.