Common use of Merger or Consolidation of, or Assumption of the Obligations of, Administrator Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than The Pennsylvania Higher Education Assistance Agency, executes an agreement of assumption to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time or both would become an Administrator Default, shall have occurred and be continuing and (iii) the Administrator shall have delivered to the Indenture Trustee and any Counterparties an Administrator’s Certificate or an Opinion of Counsel stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction.

Merger or Consolidation of, or Assumption of the Obligations of, Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than The Pennsylvania Higher Education Assistance AgencyXxxxxx Xxx, Inc., executes an agreement of assumption that states expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 1 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time time, or both both, would become an Administrator Default, Default shall have occurred and be continuing and continuing, (iii) the Administrator surviving Administrator, if other than Xxxxxx Mae, Inc., shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and any Counterparties an Administrator’s Certificate or an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction.Administration Agreement

Merger or Consolidation of, or Assumption of the Obligations of, Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than The Pennsylvania Higher Education Assistance AgencySxxxxx Mxx, Inc., executes an agreement of assumption that states expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 1 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time time, or both both, would become an Administrator Default, Default shall have occurred and be continuing and continuing, (iii) the Administrator surviving Administrator, if other than Sxxxxx Mae, Inc., shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and any Counterparties an Administrator’s Certificate or an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction.this

Merger or Consolidation of, or Assumption of the Obligations of, Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than The Pennsylvania Higher Education Assistance AgencyXxxxxx Xxx, Inc., executes an agreement of assumption that states expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 1 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time time, or both both, would become an Administrator Default, Default shall have occurred and be continuing and continuing, (iii) the Administrator surviving Administrator, if other than Xxxxxx Mae, Inc., shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and any Counterparties an Administrator’s Certificate or an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction.this