Common use of Termination of Servicing Clause in Contracts

Termination of Servicing. At any time in the Buyer’s sole discretion, the Buyer shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer in accordance with the Buyer’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer appointed by the Buyer in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At Upon the occurrence and during the continuance of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any time in the Buyer’s sole discretion, the Buyer Event of Default hereunder Administrative Agent shall have the right to (aA) terminate the Seller’s, Servicer’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAdministrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s 's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Administrative Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Administrative Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Administrative Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Administrative Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At Upon the occurrence and during the continuance of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any time in the Buyer’s sole discretion, the Buyer Event of Default hereunder Administrative Agent shall have the right to (aA) terminate the Seller’s, Servicer’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAdministrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Administrative Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Administrative Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Administrative Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Administrative Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer will be irreparably harmed and entitled to injunctive relief.of

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At Upon the occurrence and during the continuance of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any time in the Buyer’s sole discretion, the Buyer Event of Default hereunder Administrative Agent shall have the right to (aA) terminate the Seller’s, Servicer’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAdministrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s 's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Administrative Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Administrative Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Administrative Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer Seller acknowledges and agrees that if it fails to cooperate with the Buyer Administrative Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time in the BuyerAgent’s sole discretion, the Buyer Agent shall have the right to (aA) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a)18.1(b) above, (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its Agent’s sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer Seller acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time in the BuyerAgent’s sole discretion, the Buyer Agent shall have the right to (aA) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a)18.1(b) above, (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s 's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its Agent’s sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer Seller acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller Detroit\1205907\17\ shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time in the BuyerAgent’s sole discretion, the Buyer Agent shall have the right to (aA) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a)18.1(b) above, (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its Agent’s sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Purchased Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and the Buyers will be irreparably harmed and entitled to injunctive relief. 19.8.

Termination of Servicing. At any time in the BuyerAgent’s sole discretion, the Buyer Agent shall have the right to (aA) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s 's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer will be irreparably harmed and entitled to injunctive relief.without

Termination of Servicing. At Upon the occurrence and during the continuance of (i) a Default, other than a Default with regard to Section 16.3, 16.5 and 16.18(e), or (ii) any time in the Buyer’s sole discretion, the Buyer Event of Default hereunder Administrative Agent shall have the right to (aA) terminate the Seller’s, Servicer’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a)18.1(b) above, (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAdministrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by Administrative Agent and the Buyer Syndication Agent in its their sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Administrative Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Administrative Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Administrative Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer will be irreparably harmed and entitled to injunctive relief.88 Bodman_16842095_7

Termination of Servicing. At any time in the BuyerAgent’s sole discretion, the Buyer Agent shall have the right to (aA) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i1) immediately with respect to the Seller and (ii2) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (bB) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (cC) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (Ai) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (Bii) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1i) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2ii) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer Agent or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. At any time during the existence of a Default or an Event of Default in the BuyerAgent’s sole discretion, the Buyer Agent may, and at the direction of the Required Buyers, shall have the right to (a) terminate the Seller’s rights as Servicer, and any Subservicer’s rights, if any, and obligations with respect to servicing of the Purchased Loans without payment of any penalty or termination fee (i) immediately with respect to the Seller and (ii) with respect to any Servicer (other than the Seller) or Subservicer, as promptly as possible subject to the terms and conditions of the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(a18.1(b), (b) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyer Buyers in accordance with the BuyerAgent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (c) succeed to the rights and remedies of the Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms of such Servicing Agreement (but not the obligations or liabilities of the Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, the Seller shall, and shall cause each Subservicer to, (A) perform the servicing responsibilities with respect to the Purchased Loans in accordance with the terms of this Agreement until the transfer of servicing responsibilities is effectuated and (B) cooperate, at the Seller’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor servicer Servicer appointed by the Buyer Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, the Seller shall, in the manner and at such times as the successor servicer or the Buyer Agent shall request, (1) promptly transfer all data in the Servicing Records relating to the Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (2) promptly transfer to the successor servicer, the Buyer Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Buyer Agent to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the Purchased Loans. Servicer acknowledges and agrees that if it fails to cooperate with the Buyer or any successor servicer in effecting the termination of the Seller as Servicer of any Purchase Loan or the transfer of all authority to service such Purchased Loan to such successor servicer in accordance with the terms hereof, the Buyer will be irreparably harmed and entitled to injunctive relief.comply