AS SUCCESSOR SERVICER, OR (II) IF THE ADMINISTRATIVE AGENT DOES NOT SO
APPOINT THE BACKUP SERVICER, THERE IS NO BACKUP SERVICER OR THE BACKUP SERVICER
IS UNWILLING OR UNABLE TO ASSUME SUCH OBLIGATIONS ON SUCH DATE, THE
ADMINISTRATIVE AGENT SHALL AS PROMPTLY AS POSSIBLE APPOINT AN ALTERNATE
SUCCESSOR SERVICER TO ACT AS SERVICER (IN EACH SUCH CASE, THE "SUCCESSOR
SERVICER"), AND SUCH SUCCESSOR SERVICER SHALL ACCEPT ITS APPOINTMENT BY A
WRITTEN ASSUMPTION IN A FORM ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(B)
UPON ITS APPOINTMENT AS SUCCESSOR SERVICER,
THE BACKUP SERVICER (SUBJECT TO SECTION 7.19(A)) OR THE ALTERNATE SUCCESSOR
SERVICER, AS APPLICABLE, SHALL BE THE SUCCESSOR IN ALL RESPECTS TO THE SERVICER
WITH RESPECT TO SERVICING FUNCTIONS UNDER THIS AGREEMENT, SHALL ASSUME ALL
SERVICING DUTIES HEREUNDER AND SHALL BE SUBJECT TO ALL THE RESPONSIBILITIES,
DUTIES AND LIABILITIES RELATING THERETO PLACED ON THE SERVICER BY THE TERMS AND
PROVISIONS HEREOF, AND ALL REFERENCES IN THIS AGREEMENT TO THE SERVICER SHALL BE
DEEMED TO REFER TO THE BACKUP SERVICER OR THE SUCCESSOR SERVICER, AS
APPLICABLE.
ANY SUCCESSOR SERVICER SHALL BE ENTITLED, WITH THE PRIOR CONSENT OF
THE ADMINISTRATIVE AGENT, TO APPOINT AGENTS TO PROVIDE SOME OR ALL OF ITS DUTIES
HEREUNDER, PROVIDED THAT NO SUCH APPOINTMENT SHALL RELIEVE SUCH SUCCESSOR
SERVICER OF THE DUTIES AND OBLIGATIONS OF THE SUCCESSOR SERVICER PURSUANT TO THE
TERMS HEREOF AND THAT ANY SUCH SUBCONTRACT MAY BE TERMINATED UPON THE OCCURRENCE
OF A SERVICER TERMINATION EVENT.
(C)
ALL AUTHORITY AND POWER GRANTED TO THE
SERVICER UNDER THIS AGREEMENT SHALL AUTOMATICALLY CEASE AND TERMINATE UPON
TERMINATION OF THE SERVICER UNDER THIS AGREEMENT AND SHALL PASS TO AND BE VESTED
IN THE SUCCESSOR SERVICER, AND, WITHOUT LIMITATION, THE SUCCESSOR SERVICER IS
HEREBY AUTHORIZED AND EMPOWERED TO EXECUTE AND DELIVER, ON BEHALF OF THE
SERVICER, AS ATTORNEY-IN-FACT OR OTHERWISE, ALL DOCUMENTS AND OTHER INSTRUMENTS,
AND TO DO AND ACCOMPLISH ALL OTHER ACTS OR THINGS NECESSARY OR APPROPRIATE TO
EFFECT THE PURPOSES OF SUCH TRANSFER OF SERVICING RIGHTS.
THE SERVICER AGREES
TO COOPERATE WITH THE SUCCESSOR SERVICER IN EFFECTING THE TERMINATION OF THE
RESPONSIBILITIES AND RIGHTS OF THE SERVICER TO CONDUCT SERVICING ON THE
COLLATERAL.
(D)
UPON THE BACKUP SERVICER RECEIVING NOTICE
THAT IT IS REQUIRED TO SERVE AS THE SERVICER HEREUNDER PURSUANT TO THE FOREGOING
PROVISIONS OF THIS SECTION 7.19, THE BACKUP SERVICER WILL PROMPTLY BEGIN THE
TRANSITION TO ITS ROLE AS SERVICER.
(E)
THE BACKUP SERVICER SHALL BE ENTITLED TO
RECEIVE ITS TRANSITION COSTS INCURRED IN TRANSITIONING TO SERVICER.
SECTION 7.20
MARKET SERVICING FEE.
Notwithstanding anything to the contrary herein, in the event that a Successor
Servicer is appointed Servicer, the Servicing Fee shall equal the market rate
for comparable servicing duties
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to be fixed upon the date of such appointment by such Successor Servicer with
the consent of the Administrative Agent (the "Market Servicing Fee").
ARTICLE VIII
EARLY TERMINATION EVENTS
SECTION 8.1
EARLY TERMINATION EVENTS.
If any of the following events (each, an "Early Termination Event") shall occur
and be continuing:
(A)
THE BORROWER SHALL DEFAULT IN