THE BACKUP SERVICER SHALL
WITHIN SEVEN (7) DAYS ASSUME ALL OBLIGATIONS OF THE SERVICER HEREUNDER, AND ALL
AUTHORITY AND POWER OF THE SERVICER UNDER THIS AGREEMENT SHALL PASS TO AND BE
VESTED IN THE BACKUP SERVICER; PROVIDED, HOWEVER, THAT ANY SUCCESSOR SERVICER
(INCLUDING, WITHOUT LIMITATION, THE BACKUP SERVICER) SHALL NOT (I) BE
RESPONSIBLE OR LIABLE FOR ANY PAST ACTIONS OR OMISSIONS OF THE OUTGOING SERVICER
OR (II) BE OBLIGATED TO MAKE SERVICER ADVANCES. THE ADMINISTRATIVE AGENT MAY
APPOINT (I) THE BACKUP SERVICER 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
65
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