Common use of Termination by Other Means Clause in Contracts

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination of all REO Property in such Servicing Rights Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer and the Seller in writing; or (c) the purchase by Servicer of all outstanding Mortgage Loans and REO Property in a Servicing Rights Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance of each Mortgage Loan on the date of such purchase plus accrued interest thereon through the last day of the month of purchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchase. The right of Servicer to purchase all outstanding Mortgage Loans in a Servicing Rights Package pursuant to (c) above shall be conditional upon (i) the outstanding Stated Principal Balances of such Mortgage Loans at the time of any such purchase aggregating less than ten percent (10%), unless otherwise set forth in the Trade Confirmation, of the aggregate Stated Principal Balances of the Mortgage Loans on the related Cut-off Date, and (ii) the determination by Servicer that the reasonable costs and expenses incurred by Servicer in the performance of its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer therefrom.

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Mortgage Loan Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination disposition of all REO Property in such Servicing Rights Mortgage Loan Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer Countrywide and the Seller Purchaser in writing; or (c) the purchase repurchase by Servicer Countrywide of all outstanding Mortgage Loans and REO Property in a Servicing Rights Mortgage Loan Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance Stated Principal Balance of each Mortgage Loan on the date of such purchase repurchase plus accrued interest thereon through the last day of the month of purchaserepurchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance Stated Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchaserepurchase; or (d) the Pass-Through Transfer of the last Mortgage Loan in such Mortgage Loan Package. The right of Servicer Countrywide to purchase repurchase all outstanding Mortgage Loans in a Servicing Rights Mortgage Loan Package pursuant to (c) above shall be conditional upon (i) the outstanding Stated Principal Balances of such Mortgage Loans at the time of any such purchase repurchase aggregating less than ten five percent (105%), unless otherwise set forth in the Trade Confirmation, ) of the aggregate Stated Principal Balances of the Mortgage Loans on the related Cut-off Date, and (ii) the determination by Servicer Countrywide that the reasonable costs and expenses incurred by Servicer Countrywide in the performance of its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer Countrywide therefrom.

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination disposition of all REO Property in such Servicing Rights Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer and the Seller in writing; or (c) the purchase by the Servicer of all outstanding Mortgage Loans and REO Property in a Servicing Rights Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance Stated Principal Balance of each Mortgage Loan on the date of such purchase plus accrued interest thereon through the last day of the month of purchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance Stated Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchase. The right of the Servicer to purchase all outstanding Mortgage Loans in a Servicing Rights Package pursuant to (c) above shall be conditional upon (i) the outstanding Stated Principal Balances of such Mortgage Loans at the time of any such purchase aggregating less than ten percent (10%), unless otherwise set forth in the Trade Confirmation, ) of the aggregate Stated Principal Balances of the Mortgage Loans on the related Cut-off Date, and (ii) the determination by Servicer Countrywide that the reasonable costs and expenses incurred by Servicer Countrywide in the performance of its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer Countrywide therefrom, and (iii) the delineation of such right in the related Transaction Documents.

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Mortgage Loan Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination disposition of all REO Property in such Servicing Rights Mortgage Loan Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer Countrywide and the Seller Purchaser in writing; or (c) the purchase by Servicer Countrywide of all outstanding Mortgage Loans and REO Property in a Servicing Rights Mortgage Loan Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance Stated Principal Balance of each Mortgage Loan on the date of such purchase repurchase plus accrued interest thereon through the last day of the month of purchaserepurchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance Stated Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchaserepurchase; or (d) the Pass-Through Transfer of the last Mortgage Loan in such Mortgage Loan Package. The right of Servicer to purchase all outstanding Mortgage Loans Upon written request from the Purchaser in a Servicing Rights Package connection with any such termination pursuant to (ca) above and (b) above, Countrywide shall be conditional upon (i) prepare, execute and deliver, any and all documents and other instruments, place in the outstanding Stated Principal Balances Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such Mortgage Loans at notice of termination, whether to complete the time of any such purchase aggregating less than ten percent (10%), unless otherwise set forth in the Trade Confirmation, of the aggregate Stated Principal Balances transfer and endorsement or assignment of the Mortgage Loans on and related documents, or otherwise, at Countrywide’s sole expense. Countrywide agrees to cooperate with the Purchaser and such successor in effecting the termination of Countrywide’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account, REO Account or Escrow Account or thereafter received with respect to the Mortgage Loans. In the event that Countrywide is terminated without cause, (i) with regard to any Mortgage Loan that is more than ninety (90) days delinquent (“Non-Performing Mortgage Loan”), the Purchaser shall pay to Countrywide a termination fee in an amount equal to (A) if such termination without cause occurs within eighteen (18) months after the related CutClosing Date (“18 Month Period”), 1.0% of the Stated Principal Balance of the Non-off DatePerforming Mortgage Loans, and or (B) if such termination without cause occurs within six (6) months after such 18 Month Period (“Subsequent 6 Month Period”), .50% of the Stated Principal Balance of the Non-Performing Mortgage Loans, or (C) if such termination without cause occurs after such Subsequent 6 Month Period, the Purchaser shall not have to pay any termination fee with respect to the related Non-Performing Mortgage Loans, or (ii) with regard to any other Mortgage Loan (“Performing Mortgage Loan”), the determination Purchaser shall pay to Countrywide a termination fee in an amount equal to the greater of (A) 2.5% of the Stated Principal Balance of the Performing Mortgage Loans and (B) fair market value of the servicing rights for such Performing Mortgage Loans as of the date of such termination. Notwithstanding anything to the contrary set forth herein, it is understood and agreed upon by Servicer Countrywide and the Purchaser that the reasonable costs and expenses incurred by Servicer in the performance event Countrywide is terminated without cause pursuant to this paragraph, the Purchaser shall reimburse Countrywide for all outstanding and unreimbursed Servicing Advances and Monthly Advances made pursuant to this Agreement and shall pay all transfer costs related to the transfer of servicing to the Purchaser or its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer therefromdesignee.

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Mortgage Loan Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination disposition of all REO Property in such Servicing Rights Mortgage Loan Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer Countrywide and the Seller Purchaser in writing; or (c) the purchase by Servicer Countrywide of all outstanding Mortgage Loans and REO Property in a Servicing Rights Mortgage Loan Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance Stated Principal Balance of each Mortgage Loan on the date of such purchase repurchase plus accrued interest thereon through the last day of the month of purchaserepurchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance Stated Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchaserepurchase; or (d) the Pass-Through Transfer of the last Mortgage Loan in such Mortgage Loan Package. The right of Servicer to purchase all outstanding Mortgage Loans Upon written request from the Purchaser in a Servicing Rights Package connection with any such termination pursuant to (ca) above and (b) above, Countrywide shall be conditional upon (i) prepare, execute and deliver, any and all documents and other instruments, place in the outstanding Stated Principal Balances Purchaser's possession all Mortgage Files, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such Mortgage Loans at notice of termination, whether to complete the time of any such purchase aggregating less than ten percent (10%), unless otherwise set forth in the Trade Confirmation, of the aggregate Stated Principal Balances transfer and endorsement or assignment of the Mortgage Loans on and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser and such successor in effecting the termination of Countrywide's responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account, REO Account or Escrow Account or thereafter received with respect to the Mortgage Loans. In the event that Countrywide is terminated without cause, (i) with regard to any Mortgage Loan that is more than ninety (90) days delinquent ("Non-Performing Mortgage Loan"), the Purchaser shall pay to Countrywide a termination fee in an amount equal to (A) if such termination without cause occurs within eighteen (18) months after the related CutClosing Date ("18 Month Period"), 1.0% of the Stated Principal Balance of the Non-off DatePerforming Mortgage Loans, and or (B) if such termination without cause occurs within six (6) months after such 18 Month Period ("Subsequent 6 Month Period"), .50% of the Stated Principal Balance of the Non-Performing Mortgage Loans, or (C) if such termination without cause occurs after such Subsequent 6 Month Period, the Purchaser shall not have to pay any termination fee with respect to the related Non-Performing Mortgage Loans, or (ii) with regard to any other Mortgage Loan ("Performing Mortgage Loan"), the determination Purchaser shall pay to Countrywide a termination fee in an amount equal to the greater of (A) 2.5% of the Stated Principal Balance of the Performing Mortgage Loans and (B) fair market value of the servicing rights for such Performing Mortgage Loans as of the date of such termination. Notwithstanding anything to the contrary set forth herein, it is understood and agreed upon by Servicer Countrywide and the Purchaser that the reasonable costs and expenses incurred by Servicer in the performance event Countrywide is terminated without cause pursuant to this paragraph, the Purchaser shall reimburse Countrywide for all outstanding and unreimbursed Servicing Advances and Monthly Advances made pursuant to this Agreement and shall pay all transfer costs related to the transfer of servicing to the Purchaser or its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer therefromdesignee.

Termination by Other Means. The respective obligations and responsibilities of Countrywide and Servicer shall terminate with respect to any Servicing Rights Mortgage Loan Package upon the first to occur of: (a) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or upon the Final Recovery Determination disposition of all REO Property in such Servicing Rights Mortgage Loan Package and the remittance of all funds due hereunder; (b) by mutual consent of Countrywide, Servicer Countrywide and the Seller Purchaser in writing; or (c) the purchase repurchase by Servicer Countrywide of all outstanding Mortgage Loans and REO Property in a Servicing Rights Mortgage Loan Package at a price equal to (i) in the case of a Mortgage Loan, 100% of the outstanding principal balance Stated Principal Balance of each Mortgage Loan on the date of such purchase repurchase plus accrued interest thereon through the last day of the month of purchaserepurchase, and (ii) in the case of REO Property, the lesser of (1) 100% of the outstanding principal balance Stated Principal Balance of the Mortgage Loan encumbering the Mortgaged Property at the time such Mortgaged Property was acquired and became REO Property or (2) the fair market value of such REO Property at the time of purchaserepurchase. The right of Servicer Countrywide to purchase repurchase all outstanding Mortgage Loans in a Servicing Rights Mortgage Loan Package pursuant to (c) above shall be conditional upon (i) the outstanding Stated Principal Balances of such Mortgage Loans at the time of any such purchase repurchase aggregating less than ten percent (10%), unless otherwise set forth in the Trade Confirmation, ) of the aggregate Stated Principal Balances of the Mortgage Loans on the related Cut-off Date, and (ii) the determination by Servicer Countrywide that the reasonable costs and expenses incurred by Servicer Countrywide in the performance of its servicing obligations hereunder with respect to such Mortgage Loans exceed the benefits accruing to Servicer Countrywide therefrom.