Common use of Termination of Servicing Clause in Contracts

Termination of Servicing. 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b), (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon At any time in the occurrence and during Agent’s sole discretion, 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1) immediately with respect to the Seller and (2) 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(b), (B) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the Agent’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, (i) 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 (ii) cooperate, at the Seller's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 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 Administrative Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon At any time in the occurrence and during Buyer’s sole discretion, 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 Event of Default hereunder Administrative Agent Buyer shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b18.1(a), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers the Buyer in accordance with Administrative Agentthe Buyer’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, (iA) 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 (iiB) 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 Administrative Agent 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 Administrative Agent the Buyer shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative Agent the Buyer or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the Administrative Agent 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 Administrative Agent 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 Administrative Agent and Buyers Buyer will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b), (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative 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 Administrative Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b), (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon At any time in the occurrence and during Agent’s sole discretion, 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s’s rights as Servicer, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b)) above, (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its Agent’s sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon At any time in the occurrence and during Agent’s sole discretion, 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s’s rights as Servicer, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b)) above, (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its Agent’s sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b18.1(a), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 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 Administrative Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.88 Bodman_16842095_7

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.comply

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the Agent in its sole discretion. Upon termination of the Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.without

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the Agent in its sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.of

Termination of Servicing. Upon At any time in the occurrence and during Agent’s sole discretion, 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s’s rights as Servicer, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b)) above, (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its Agent’s sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon At any time in the occurrence and during Agent’s sole discretion, 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 Event of Default hereunder Administrative Agent shall have the right to (A) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1) immediately with respect to the Seller and (2) 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(b), (B) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the Agent’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, (i) 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 (ii) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 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 Administrative Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. (a) Upon the occurrence of a Termination Event, the Purchaser may, in its discretion, terminate the appointment of each Seller or any Seller as its servicer and during agent for the continuance servicing, administering and collecting of the Purchased Receivables (which termination shall be automatic and immediate if such Seller is subject to an Insolvency Event), and, upon such termination, (x) the Purchaser may notify and instruct each Obligor to make all payments on account of each Purchased Receivable sold by such Seller to an account designated by the Purchaser, and (y) take any lawful action to collect any Purchased Receivable sold by such Seller directly from the respective Obligor. (b) Upon termination of any Seller as servicer and until the Final Collection Date: (i) a Default, other than a Default such Seller shall not interfere with regard to Section 16.3, 16.5, the servicing or 16.18(e), or collection of any Purchased Receivable; (ii) such Seller shall not attempt to receive payment, nor itself make collection, from any Event Obligor in respect of Default hereunder Administrative Agent any Purchased Receivables; (iii) such Seller shall have provide such reasonably requested information as to assist the right Purchaser to recover and enforce payment of any or all such Purchased Receivables; and (Aiv) terminate such Seller shall comply (at such Seller’s’s expense) with any reasonable directions, Servicer’s orders and instructions (including any Subservicer’s rights, if any, procedures for the administration and obligations with respect commencement and continuation of legal or other proceedings against each applicable Obligor to servicing enforce payment of the Purchased Loans without payment Receivables thereof) given by the Purchaser to procure the ordinary course collection of any penalty or termination fee (1) immediately with respect to Seller Purchased Receivables as directed by the Purchaser, including, at the request of the Purchaser, joining in and (2) with respect being a party to any Servicer (legal or other than Seller) action which the Purchaser has taken or Subservicer, as promptly as possible subject wishes to the terms and conditions of take against the applicable Servicing Agreement and Subservicer Instruction Letter; provided that any such termination shall be deemed Obligor with the Purchaser being entitled to have occurred automatically upon the occurrence of an Event of Default set forth in Section 18.1(b), (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of Seller with respect to any Purchased Loans under any Servicing Agreement to the extent permitted by, and subject to, the terms full control of such Servicing Agreement (but not the obligations or liabilities of Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent in its sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive reliefaction.

Termination of Servicing. Upon the occurrence and At any time during the continuance existence of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.18(e), or (ii) any an Event of Default hereunder Administrative in the Agent’s sole discretion, the Agent may, and at the direction of the Required Buyers, shall have the right to (Aa) terminate the Seller’s’s rights as Servicer, Servicer’s 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 (1i) immediately with respect to the Seller and (2ii) 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(b), (Bb) require the Seller to enforce its rights and remedies, as agent for and for the benefit of the Buyers in accordance with Administrative the 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, (iA) 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 (iiB) cooperate, at the Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative the 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 Administrative the Agent shall request, (i1) promptly transfer all data in the Servicing Records relating to the Purchase Purchased Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii2) promptly transfer to the successor servicer, Administrative the Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii3) use commercially reasonable efforts to cooperate and coordinate with the successor servicer MASTER REPURCHASE AGREEMENT – Page 87 13312-786/M/I Financial Warehouse Facility and the 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 Administrative 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 Administrative Agent and the Buyers will be irreparably harmed and entitled to injunctive relief.

Termination of Servicing. Upon the occurrence and during the continuance of (i) a Default, other than a Default with regard to Section 16.3, 16.5, or 16.5 and 16.18(e), or (ii) any Event of Default hereunder Administrative Agent shall have the right to (A) terminate Seller’s, Servicer’s 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 (1) immediately with respect to Seller and (2) with respect to any Servicer (other than 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(b)) above, (B) require Seller to enforce its rights and remedies, as agent for and for the benefit of Buyers in accordance with Administrative Agent’s commercially reasonable instructions, with respect to any Purchased Loans under any Servicing Agreement, and (C) succeed to the rights and remedies of 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 Seller incurred prior to the date of such succession) and related Subservicer Instruction Letter. Upon any such termination, Seller shall, and shall cause each Subservicer to, (i) 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 (ii) cooperate, at Seller's ’s expense, in transferring such servicing responsibilities with respect to the Purchased Loans to a successor Servicer appointed by Administrative Agent and the Syndication Agent in its their sole discretion. Upon termination of Seller as Servicer and without limiting the generality of the foregoing, Seller shall, in the manner and at such times as the successor servicer or Administrative Agent shall request, (i) promptly transfer all data in the Servicing Records relating to the Purchase Loans to the successor servicer in such electronic format as the successor servicer may reasonably request, (ii) promptly transfer to the successor servicer, Administrative Agent or its designee, all other files, records correspondence and documents relating to the Purchased Loans and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and the 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 Administrative Agent or any successor servicer in effecting the termination of 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 Administrative Agent and Buyers will be irreparably harmed and entitled to injunctive relief.