Common use of Servicer Termination Clause in Contracts

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

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

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

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

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

Servicer Termination. AgentBuyer, in its sole discretion, may terminate RMSSeller’s rights and obligations as subservicer of the affected Mortgage Loans and REO Properties and require RMS Seller to deliver the related Servicing Records to Agent Buyer or its designee upon the occurrence of (i) an Event of Default or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b23(b) by delivering written notice to RMS Seller requiring such termination. Such termination shall be effective upon RMSSeller’s receipt of such written notice; provided, that RMSSeller’s subservicing rights shall be terminated immediately upon the occurrence of a Servicer Termination Eventany event described in Section 8(u), regardless of whether notice of such event shall have been given to or by Agent, Purchaser Buyer or RMSSeller. Upon any such termination, all authority and power of RMS Seller respecting its rights to subservice and duties under this the Agreement relating thereto, shall pass to and be vested in the successor servicer appointed by Agent ▇▇▇▇▇, and Agent ▇▇▇▇▇ is hereby authorized and empowered to transfer such rights to subservice the Mortgage Loans and REO Properties for such price and on such terms and conditions as Agent Buyer shall reasonably determine. RMS Seller shall promptly take such actions and furnish to Agent Buyer such documents that Agent deems Buyer deem necessary or appropriate to enable Agent Buyer to enforce such Mortgage Loans and manage such REO Properties and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties and all files and documents relating to such Mortgage Loans and REO Properties held by RMSSeller, together with all escrow amounts relating to such Mortgage Loans and REO Properties, are delivered to the a successor servicer, including but not limited to preparing, executing and delivering to the successor servicer any and all documents and other instruments, placing in the successor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties and doing or causing to be done, all at RMSSeller’s sole expense. To the extent that the approval of the Applicable Agency is required for any such sale or transfer, RMS Seller shall fully cooperate with Agent Buyer to obtain such approval. All amounts paid by any purchaser of such rights to service or subservice the Mortgage Loans and REO Properties shall be the Property of the PurchaserBuyer. The subservicing rights required to be delivered to the successor servicer in accordance with this Section 16(i23(g) shall be delivered free of any servicing rights in favor of RMS Seller or any third party (other than the PurchaserBuyer) and free of any title, interest, lien, encumbrance or claim of any kind of RMS Seller other than record title to the Mortgages relating to the Mortgage Loans and the right and obligation to repurchase the Mortgage Loans hereunder or remove the related and REO Properties from the REO Subsidiaryhereunder. No exercise by Agent or the Purchaser Buyer of their its rights under this Section 16(i23(g) shall relieve RMS Seller of responsibility or liability for any breach of this the Agreement.

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

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

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

Servicer Termination. Upon the occurrence of an Event of Default or a Servicer Termination Event, Administrative Agent, in its sole discretion, may terminate RMSServicer’s rights and obligations as subservicer servicer of the affected Mortgage Loans and REO Properties Underlying Assets and require RMS Servicer to deliver the related Servicing Records to the Administrative Agent or its designee upon the occurrence designees without payment of (i) an Event of Default any penalty or (ii) upon the expiration of the Servicing Term as set forth in Section 16(b) by delivering written notice to RMS requiring such terminationtermination fee. Such termination shall be effective upon RMS’s receipt transfer of such written notice; provided, that RMS’s subservicing rights shall be terminated immediately upon the occurrence of Underlying Assets to a Servicer Termination Event, regardless of whether notice of such event shall have been given to or by Agent, Purchaser or RMSsuccessor servicer. Upon any such termination, all authority and power of RMS Servicer respecting its rights to subservice service and duties under this Agreement relating thereto, shall pass to and be vested in the a successor servicer appointed by Administrative Agent and Administrative Agent is hereby authorized and empowered to transfer such rights to subservice service the Mortgage Loans and REO Properties Underlying Assets for such price and on such terms and conditions as Administrative Agent shall reasonably determine. RMS Servicer shall promptly take such actions and furnish to Agent Buyer such documents that Administrative Agent reasonably deems necessary or appropriate to enable Administrative Agent to enforce such Mortgage Loans and manage such REO Properties Underlying Assets and shall perform all acts and take all actions so that the Mortgage Loans and REO Properties Underlying Assets and all files and documents relating to such Mortgage Loans and REO Properties Underlying Assets held by RMSServicer, together with all escrow amounts relating to such Mortgage Loans and REO PropertiesUnderlying Assets, are delivered to the successor servicer, including but not limited to preparing, executing and delivering to the successor servicer any and all documents and other instruments, placing in the successor servicer’s possession all Servicing Records pertaining to such Mortgage Loans and REO Properties Underlying Assets and doing or causing to be done, all at RMSServicer’s sole expense. To the extent that the approval of the Agency is required for any such sale or transfer, RMS shall fully cooperate with Agent to obtain such approval. All amounts paid by any the purchaser of such rights to service or subservice the Mortgage Loans and REO Properties Underlying Assets shall be the Property of the Purchaserpaid in accordance with Section 5 hereof. The subservicing rights Servicing Rights required to be delivered to the successor servicer in accordance with this Section 16(i) paragraph shall be delivered free of any servicing rights Servicing Rights in favor of RMS Servicer or any third party (other than the PurchaserAdministrative Agent) and free of any title, interest, lien, encumbrance or claim of any kind of RMS Servicer other than record title to the Mortgages relating to the Mortgage Loans Underlying Assets and the right and obligation to repurchase the Mortgage Loans hereunder or remove the related REO Properties from the REO SubsidiaryUnderlying Assets hereunder. No exercise by Administrative Agent or the Purchaser on behalf of Buyers of their rights under this Section 16(i) paragraph shall relieve RMS Servicer of responsibility or liability for any breach of this Agreement.. LEGAL02/44639412v17

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

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

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

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

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

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

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

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

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

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

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

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

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