Common use of Termination Due to an Event of Default Clause in Contracts

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (vi) Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been be given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the PurchaserPurchaser (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement; a failure on the part of Countrywide to deliver the statement or report, as applicable, required to be delivered under Section 4.04 or 4.05 of this Agreement, which continues unremedied for nine calendar days after receipt by Countrywide of written notice of such failure from the Purchaser (which failure shall continue no later than March 15th of each year ("Due Date") with respect to Section 4.04 or 4.05 of this Agreement; provided, however, Countrywide shall have received such written notice of such failure at least 5 Business Days prior to such Due Date); or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease ceases to be an Agency approved servicermeet the servicer eligibility qualifications of a Fannie Mae and Freddie Mac; or (vii) Countrywide attempts ▇▇▇▇▇ ▇▇ maint▇▇▇ ▇▇▇ license to assign its right to servicing compensation hereunder, except as permitted under this Agreement do business or to service residential mortgage loans in any Countrywide affiliate or to assign this Agreement or jurisdiction where the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this AgreementMortgaged Properties are located if such license is required, which failure continues unremedied for a period of nine sixty-five (965) days after days, or such other additional time as mutually agreed upon by the date on which written notice Purchaser and Countrywide; provided, however, that it is understood by the Purchaser that the failure to cure within the timeframe provided for herein (or such additional time as mutually agreed upon by the Purchaser and the Servicer) shall constitute an Event of such failure, requiring Default solely for the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the affected Mortgage Loans pursuant to a securitization of such Mortgage LoansLoan. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate without compensation (however, Countrywide shall be reimbursed for all outstanding and unreimbursed Servicing Advances and Monthly Advances), all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after Upon the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including without limitation, the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been be given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the PurchaserPurchaser (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement; a failure on the part of Countrywide to deliver the statement or report, as applicable, required to be delivered under Section 4.04 or 4.05 of this Agreement, which continues unremedied for nine calendar days after receipt by Countrywide of written notice of such failure from the Purchaser (which failure shall continue no later than March 15th of each year ("Due Date") with respect to Section 4.04 or 4.05 of this Agreement; provided, however, Countrywide shall have received such written notice of such failure at least 5 Business Days prior to such Due Date); or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease ceases to be an Agency approved servicermeet the servicer eligibility qualifications of a Fannie Mae and Freddie Mac; or (vii) Countrywide attempts fai▇▇ ▇▇ m▇▇▇tain ▇▇▇ ▇▇▇ense to assign its right to servicing compensation hereunder, except as permitted under this Agreement do business or to service residential mortgage loans in any Countrywide affiliate or to assign this Agreement or jurisdiction where the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this AgreementMortgaged Properties are located if such license is required, which failure continues unremedied for a period of nine sixty-five (965) days after days, or such other additional time as mutually agreed upon by the date on which written notice Purchaser and Countrywide; provided, however, that it is understood by the Purchaser that the failure to cure within the timeframe provided for herein (or such additional time as mutually agreed upon by the Purchaser and the Servicer) shall constitute an Event of such failure, requiring Default solely for the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the affected Mortgage Loans pursuant to a securitization of such Mortgage LoansLoan. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate without compensation (however, Countrywide shall be reimbursed for all outstanding and unreimbursed Servicing Advances and Monthly Advances), all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after Upon the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including without limitation, the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) any failure on the part of Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly performobserve or perform in any material respect any of the covenants set forth in Sections 5.04, within the required time period5.05, its obligations under Sections 4.04 and 4.05 of this Agreement5.07, 5.08, or 8.07(e) which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party the Purchaser; or (vii) Countrywide shall fail to this Agreement or by any master meet the servicer responsible for master servicing the Mortgage Loans pursuant to a securitization eligibility qualifications of such Mortgage Loans▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two one (21) Business Days Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial AgreementBailee Letter, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or; (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; (vi) failure by Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this Agreement5.04, 5.05 or 5.06 which failure continues unremedied for a period of nine ten (910) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement the Purchaser or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.;

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement including but not limited to breach by Countrywide of any one or more of the representations, warranties, and covenants of Countrywide as set forth in Section 3.01 of this Agreement, or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations., or completely cease its business operations for a period of five (5) consecutive Business Days; or (vi) Countrywide shall cease ceases to be an Agency approved servicermeet the servicer eligibility qualifications of both Agencies; or (vii) Failure by Countrywide attempts to assign maintain its right license to servicing compensation hereunder, except as permitted under this Agreement or to do business in any Countrywide affiliate or to assign this Agreement or jurisdiction where the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliateMortgaged Property is located if such license is required; or (viii) Countrywide fails attempts to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to assign this Agreement or by all of its servicing responsibilities or duties hereunder or any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization portion thereof in violation of such Mortgage LoansSection 6.04. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease to be an Agency approved servicerassigns the servicing or servicing compensation except as provided in Section 6.05 of this Agreement, without the consent of the Purchaser; or (vii) in the event of a Pass-Through Transfer, any rating agency with respect to such Pass-Through Transfer withholds or will not provide a rating reasonably acceptable to the Purchaser for the pass-through certificates if Countrywide attempts to assign its right to or Servicing LP is servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliateMortgage Loans; or (viii) Countrywide fails to duly performthe extent any Mortgage Loan is a MERS Mortgage Loan, the Seller's membership in MERS is terminated for any reason and such membership shall not be reinstated within sixty (60) days; or (ix) the required time period, Seller has its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same right to service temporarily or permanently suspended by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac or otherwise ceases to be remedied, an approved seller/servicer of conventional residential mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and such suspension shall have been received by. Such written notice may not be given to Countrywide by any party to this Agreement removed or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loansapproval shall not be reinstated within sixty (60) days. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) any failure on the part of Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly performobserve or perform in any material respect any of the covenants set forth in Sections 5.04, within the required time period5.05, its obligations under Sections 4.04 and 4.05 of this Agreement5.07, 5.08 or 8.06(e) which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party the Purchaser; or (vii) Countrywide shall fail to this Agreement or by any master meet the servicer responsible for master servicing the Mortgage Loans pursuant to a securitization eligibility qualifications of such Mortgage Loans▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease to be an Agency approved servicerassigns the servicing or servicing compensation except as provided in Section 6.05 of this Agreement, without the consent of the Purchaser; or (vii) in the event of a Pass-Through Transfer, any rating agency with respect to such Pass-Through Transfer withholds or will not provide a rating reasonably acceptable to the Purchaser for the pass-through certificates if Countrywide attempts to assign its right to or Servicing LP is servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliateMortgage Loans; or (viii) Countrywide fails to duly performthe extent any Mortgage Loan is a MERS Mortgage Loan, the Seller’s membership in MERS is terminated for any reason and such membership shall not be reinstated within sixty (60) days; or (ix) the required time period, Seller has its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same right to service temporarily or permanently suspended by ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac or otherwise ceases to be remedied, an approved seller/servicer of conventional residential mortgage loans for ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac and such suspension shall have been received by. Such written notice may not be given to Countrywide by any party to this Agreement removed or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loansapproval shall not be reinstated within sixty (60) days. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been be given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the PurchaserPurchaser (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement; a failure on the part of Countrywide to deliver the statement or report, as applicable, required to be delivered under Section 4.04 or 4.05 of this Agreement, which continues unremedied for nine calendar days after receipt by Countrywide of written notice of such failure from the Purchaser (which failure shall continue no later than March 15th of each year ("Due Date") with respect to Section 4.04 or 4.05 of this Agreement; provided, however, Countrywide shall have received such written notice of such failure at least 5 Business Days prior to such Due Date); or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease ceases to be an Agency approved servicermeet the servicer eligibility qualifications of a Fannie Mae and Freddie Mac; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within ▇▇▇▇▇▇i▇ ▇ts li▇▇▇▇▇ ▇o do business or service residential mortgage loans in any jurisdiction where the required time period, its obligations under Sections 4.04 and 4.05 of this AgreementMortgaged Properties are located if such license is required, which failure continues unremedied for a period of nine sixty-five (965) days after days, or such other additional time as mutually agreed upon by the date on which written notice Purchaser and Countrywide; provided, however, that it is understood by the Purchaser that the failure to cure within the timeframe provided for herein (or such additional time as mutually agreed upon by the Purchaser and the Servicer) shall constitute an Event of such failure, requiring Default solely for the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the affected Mortgage Loans pursuant to a securitization of such Mortgage LoansLoan. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate without compensation (however, Countrywide shall be reimbursed for all outstanding and unreimbursed Servicing Advances and Monthly Advances), all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after Upon the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including without limitation, the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been be given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the PurchaserPurchaser (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement; a failure on the part of Countrywide to deliver the statement or report, as applicable, required to be delivered under Section 4.04 or 4.05 of this Agreement, which continues unremedied for nine calendar days after receipt by Countrywide of written notice of such failure from the Purchaser (which failure shall continue no later than March 15th of each year ("Due Date") with respect to Section 4.04 or 4.05 of this Agreement; provided, however, Countrywide shall have received such written notice of such failure at least 5 Business Days prior to such Due Date); or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) Countrywide shall cease ceases to be an Agency approved servicermeet the servicer eligibility qualifications of a Fannie Mae and Freddie Mac; or (vii) Countrywide attempts fail▇ ▇▇ ▇a▇▇▇ain i▇▇ ▇▇▇▇nse to assign its right to servicing compensation hereunder, except as permitted under this Agreement do business or to service residential mortgage loans in any Countrywide affiliate or to assign this Agreement or jurisdiction where the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this AgreementMortgaged Properties are located if such license is required, which failure continues unremedied for a period of nine sixty-five (965) days after days, or such other additional time as mutually agreed upon by the date on which written notice Purchaser and Countrywide; provided, however, that it is understood by the Purchaser that the failure to cure within the timeframe provided for herein (or such additional time as mutually agreed upon by the Purchaser and the Servicer) shall constitute an Event of such failure, requiring Default solely for the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to this Agreement or by any master servicer responsible for master servicing the affected Mortgage Loans pursuant to a securitization of such Mortgage LoansLoan. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate without compensation (however, Countrywide shall be reimbursed for all outstanding and unreimbursed Servicing Advances and Monthly Advances), all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after Upon the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including without limitation, the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two three (23) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement including but not limited to breach by Countrywide of any one or more of the representations, warranties, and covenants of Countrywide as set forth in Section 3.01 of this Agreement, or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations., or completely ceases its business operations for a period of five (5) consecutive Business Days; or (vi) failure by Countrywide shall cease to be an Agency approved servicermaintain its license to do business in any jurisdiction where the Mortgaged Property is located if such license is required; or (vii) Countrywide attempts ceases to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or meet the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliateservicer eligibility qualifications of both Agencies; or (viii) Countrywide fails attempts to duly perform, within the required time period, its obligations under Sections 4.04 and 4.05 of this Agreement, which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party to assign this Agreement or by all of its servicing responsibilities or duties hereunder or any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization portion thereof in violation of such Mortgage Loans. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage LoansSection 6.

Termination Due to an Event of Default. (a) Each of the following shall be an Event of Default by Countrywide if it shall occur and, if applicable, be continuing for the period of time set forth therein: (i) any failure by Countrywide to remit to the Purchaser any payment required to be made under the terms of this Agreement which such failure continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (ii) any failure on the part of Countrywide to duly observe or perform in any material respect any of the covenants or agreements on the part of Countrywide set forth in this Agreement, Purchase Agreement or in the Custodial Agreement, if any, which continues unremedied for a period of thirty (30) days (except that such number of days shall be fifteen (15) in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Countrywide by the Purchaser; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Countrywide and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or (iv) Countrywide shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to Countrywide or of or relating to all or substantially all of its property; or (v) Countrywide shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.; or (vi) any failure on the part of Countrywide shall cease to be an Agency approved servicer; or (vii) Countrywide attempts to assign its right to servicing compensation hereunder, except as permitted under this Agreement or to any Countrywide affiliate or to assign this Agreement or the servicing responsibilities hereunder, except as permitted under this Agreement or to any Countrywide affiliate; or (viii) Countrywide fails to duly performobserve or perform in any material respect any of the covenants set forth in Sections 5.04, within the required time period5.05, its obligations under Sections 4.04 and 4.05 of this Agreement5.07, 5.08 or 8.06(e) which failure continues unremedied for a period of nine (9) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been received by. Such written notice may be given to Countrywide by any party the Purchaser; or (vii) Countrywide shall fail to this Agreement or by any master meet the servicer responsible for master servicing the Mortgage Loans pursuant to a securitization eligibility qualifications of such Mortgage LoansF▇▇▇▇▇ M▇▇ and F▇▇▇▇▇▇ Mac. In case one or more Events of Default by Countrywide shall occur and shall not have been remedied, the Purchaser, by notice in writing to Countrywide may, in addition to whatever rights the Purchaser may have at law or equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of Countrywide under this Agreement, the Purchase Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after the receipt by Countrywide of such written notice, all authority and power of Countrywide under this Agreement and the Purchase Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the Purchaser. Upon written request from the Purchaser, Countrywide shall prepare, execute and deliver, any and all documents and other instruments and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at Countrywide's ’s sole expense. Countrywide agrees to cooperate with the Purchaser in effecting the termination of Countrywide's ’s responsibilities and rights hereunder, including the transfer to the Purchaser, for administration by it, of all cash amounts which shall at the time be credited by Countrywide to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.