AGENT, THE BACKUP SERVICER, THE COLLATERAL AGENT AND
THE CUSTODIAN SUCH CLERICAL AND OTHER ASSISTANCE AS MAY BE REASONABLY REQUESTED
WITH REGARD TO THE FOREGOING.
NOTHING IN THIS SECTION 11.19 SHALL DEROGATE FROM
THE OBLIGATION OF THE BORROWER TO OBSERVE ANY APPLICABLE LAW PROHIBITING
DISCLOSURE OF INFORMATION REGARDING THE OBLIGORS, AND THE FAILURE OF ANY OF THEM
TO PROVIDE ACCESS AS A RESULT OF SUCH OBLIGATION SHALL NOT CONSTITUTE A BREACH
OF THIS SECTION 11.19.
THE SERVICER; THE BACKUP SERVICER
LIABILITY OF SERVICER.
THE SERVICER (IN ITS CAPACITY AS SUCH) SHALL BE LIABLE
HEREUNDER ONLY TO THE EXTENT OF THE OBLIGATIONS IN THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS SPECIFICALLY UNDERTAKEN BY THE SERVICER AND THE
REPRESENTATIONS MADE BY THE SERVICER.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF, THE SERVICER.
THE SERVICER SHALL NOT MERGE OR CONSOLIDATE WITH ANY OTHER PERSON, CONVEY,
TRANSFER OR LEASE ALL OR SUBSTANTIALLY ALL ITS ASSETS AS AN ENTIRETY TO ANOTHER
PERSON, OR PERMIT ANY OTHER PERSON TO BECOME THE SUCCESSOR TO ALL OR
SUBSTANTIALLY ALL OF ITS BUSINESS OR ASSETS, UNLESS AFTER THE MERGER,
CONSOLIDATION, CONVEYANCE, TRANSFER, LEASE OR SUCCESSION, THE SUCCESSOR OR
SURVIVING ENTITY SHALL BE AN ELIGIBLE SERVICER AND SHALL BE CAPABLE OF
FULFILLING THE DUTIES OF THE SERVICER CONTAINED IN THIS AGREEMENT.
ANY PERSON
(I) INTO WHICH THE SERVICER MAY BE MERGED OR CONSOLIDATED, (II) RESULTING FROM
ANY MERGER OR CONSOLIDATION TO
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WHICH THE SERVICER SHALL BE A PARTY, (III) WHICH ACQUIRES BY CONVEYANCE,
TRANSFER, OR LEASE SUBSTANTIALLY ALL OF THE ASSETS OF THE SERVICER, OR
(IV) SUCCEEDING TO THE BUSINESS OF THE SERVICER, IN ANY OF THE FOREGOING CASES
SHALL EXECUTE AN AGREEMENT OF ASSUMPTION TO PERFORM EVERY OBLIGATION OF THE
SERVICER UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH THE
SERVICER IS A PARTY AND, WHETHER OR NOT SUCH ASSUMPTION AGREEMENT IS EXECUTED,
SHALL BE THE SUCCESSOR TO THE SERVICER UNDER THIS AGREEMENT WITHOUT THE
EXECUTION OR FILING OF ANY PAPER OR ANY FURTHER ACT ON THE PART OF ANY OF THE
PARTIES TO THIS AGREEMENT, ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL BE
DEEMED TO RELEASE THE SERVICER FROM ANY OBLIGATION HEREUNDER.
THE SERVICER
SHALL PROVIDE NOTICE OF ANY MERGER, CONSOLIDATION OR SUCCESSION PURSUANT TO THIS
SECTION 12.2 TO THE REQUIRED LENDERS AND THE BACKUP SERVICER AND THE REQUIRED
LENDERS SHALL HAVE CONSENTED THERETO.
NOTWITHSTANDING THE FOREGOING, AS A
CONDITION TO THE CONSUMMATION OF THE TRANSACTIONS REFERRED TO IN CLAUSES (I),
(II), (III) AND (IV) ABOVE, (X) IMMEDIATELY AFTER GIVING EFFECT TO SUCH
TRANSACTION, NO REPRESENTATION OR WARRANTY MADE PURSUANT TO SECTION 8.2 SHALL
HAVE BEEN BREACHED IN ANY MATERIAL RESPECT (FOR PURPOSES HEREOF, SUCH
REPRESENTATIONS AND WARRANTIES SHALL SPEAK AS OF THE DATE OF THE CONSUMMATION OF
SUCH TRANSACTION) AND NO EVENT THAT AFTER NOTICE OR LAPSE OF TIME WOULD BECOME A
FACILITY TERMINATION EVENT PURSUANT TO SECTION 14.1 SHALL HAVE OCCURRED AND BE
CONTINUING, AND (Y) THE SERVICER SHALL HAVE DELIVERED