THE POOLING AND SERVICING AGREEMENTS UNTIL (1) IN THE
CASE OF A TERMINATION OF THE MASTER SERVICER, THE EARLIER OF (A) THE DATE ON
WHICH THE LIQUIDATION SERVICER IS APPOINTED IN ACCORDANCE WITH SECTION 6.02(B)
AND (B) THE DATE OCCURRING FIVE (5) BUSINESS DAYS AFTER DELIVERY OF THE
TERMINATION NOTICE BY THE TRUSTEE TO THE MASTER SERVICER OR, (2) IN THE CASE OF
A RESIGNATION OF THE MASTER SERVICER, THE EARLIER OF (X) THE DATE ON WHICH A
SUCCESSOR MASTER SERVICER ACCEPTS ITS APPOINTMENT AND (Y) 60 DAYS AFTER THE
DELIVERY OF SUCH RESIGNATION NOTICE, AS THE CASE MAY BE. IN THE CASE OF A
RESIGNATION OF THE MASTER SERVICER, UPON THE RECEIPT BY THE TRUSTEE OF A
RESIGNATION NOTICE, THE TRUSTEE SHALL ENDEAVOR TO APPOINT AN ELIGIBLE SUCCESSOR
MASTER SERVICER SUBJECT TO THE CONSENT OF EACH FUNDING AGENT (THE "SUCCESSOR
MASTER SERVICER") AND SUCH SUCCESSOR MASTER SERVICER SHALL ACCEPT ITS
APPOINTMENT BY A WRITTEN ASSUMPTION IN A FORM ACCEPTABLE TO THE TRUSTEE.
(B)
IN THE CASE OF A RESIGNATION OF THE MASTER
SERVICER, IN THE EVENT THAT A SUCCESSOR MASTER SERVICER HAS NOT BEEN APPOINTED
OR HAS NOT ACCEPTED ITS APPOINTMENT AT THE TIME WHEN THE MASTER SERVICER CEASES
TO ACT AS MASTER SERVICER AND IN THE CASE OF THE TERMINATION OF THE MASTER
SERVICER, THE TRUSTEE, WITHOUT FURTHER ACTION, SHALL IN EACH CASE NOTIFY THE
LIQUIDATION SERVICER (IN THE CASE OF A TERMINATION, CONCURRENT WITH GIVING THE
TERMINATION NOTICE) TO ACTIVATE THE COMMENCEMENT OF SERVICING BY THE LIQUIDATION
SERVICER AND TO ESTABLISH THE LIQUIDATION SERVICER COMMENCEMENT DATE. THE
LIQUIDATION SERVICER'S DUTIES AND SERVICES (BOTH BEFORE AND AFTER THE
LIQUIDATION SERVICER COMMENCEMENT DATE) SHALL BE AS PROVIDED IN SCHEDULE 4.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY IN THIS AGREEMENT OR ANY
OTHER TRANSACTION DOCUMENT, THE LIQUIDATION SERVICER'S OBLIGATIONS,
RESPONSIBILITIES AND LIABILITY WILL BE SOLELY AS SPECIFIED AND SUBJECT TO THE
TERMS SET OUT IN SCHEDULE 4.
(C)
UPON ITS APPOINTMENT, THE SUCCESSOR MASTER
SERVICER SHALL BE THE SUCCESSOR IN ALL RESPECTS TO THE MASTER SERVICER AND EACH
LOCAL SERVICER WITH RESPECT TO SERVICING FUNCTIONS UNDER THE POOLING AND
SERVICING AGREEMENTS (WITH SUCH CHANGES AS ARE AGREED TO BETWEEN SUCH SUCCESSOR
MASTER SERVICER AND THE COMPANY (WITH THE CONSENT OF THE FUNDING AGENT(S)
REPRESENTING HOLDERS OF MORE THAN 50% OF THE AGGREGATE INVESTED AMOUNT) OR THE
COMPANY AND THE TRUSTEE) AND SHALL BE SUBJECT TO ALL THE RESPONSIBILITIES,
DUTIES AND LIABILITIES RELATING THERETO PLACED ON THE MASTER SERVICER BY THE
TERMS AND PROVISIONS HEREOF, AND ALL REFERENCES IN ANY POOLING OR SERVICING
AGREEMENT TO THE MASTER SERVICER SHALL BE DEEMED TO REFER TO SUCH SUCCESSOR
MASTER SERVICER. THE SUCCESSOR MASTER SERVICER SHALL NOT BE LIABLE FOR, AND THE
REPLACED MASTER
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SERVICER SHALL INDEMNIFY THE SUCCESSOR MASTER SERVICER AGAINST COSTS INCURRED BY
THE SUCCESSOR MASTER SERVICER AS A RESULT OF, ANY ACTS OR OMISSIONS OF SUCH
REPLACED MASTER SERVICER OR ANY EVENTS OR OCCURRENCES OCCURRING PRIOR TO THE
SUCCESSOR MASTER SERVICER'S ACCEPTANCE OF ITS APPOINTMENT AS SUCCESSOR TO