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

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer or (iv) succeeding to the business of the Master Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 or both, would become a Master Servicer Termination Event shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not be considered a breach of the representation or warranties set forth in Section 7.01, (ii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (iii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, that the Master Servicer hereby covenants that, if the surviving Master Servicer is other than Student Loan Funding Resources, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 3.1 shall have been breached (for purposes hereofand no Master Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the surviving Master Servicer shall have delivered to the Owner Trustee and Issuer a certificate of an officer of the Indenture Trustee an Officer's Certificate surviving Master Servicer and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 3.3 and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with with, and (iiiiv) the Master Servicer shall have delivered such transaction will not result in a material adverse federal or state tax consequence to the Owner Trustee and Issuer or the Indenture Trustee an Opinion holders of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest any bonds, notes or other indebtedness of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestIssuer.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than KBNA (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than KBNA (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Trustee, the Depositor and the Indenture Trustee an Officer's Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless KBNA (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders of Notes and (iiivi) unless KBNA (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Trustee Trustee, the Depositor and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the holders of Notes and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Securities Insurer, the Swap Counterparty and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the holders of Notes and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Eligible Lender Trustee , the Securities Insurer, the Swap Counterparty, and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person Person: (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer (if other than [ ]) executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.1 shall have been breached (for purposes hereofand no Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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 and respect to such transaction, (iiiiv) the surviving Master Servicer shall have delivered a consolidated net worth at least equal to that of the predecessor Master Servicer, and (v) such transaction will not result in a material adverse federal or state tax consequence to the Owner Trustee and Issuer, the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect Noteholders or the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer (if other than _____________) executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.1 shall have been breached (for purposes hereofand no Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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 and respect to such transaction, (iiiiv) the surviving Master Servicer shall have delivered a consolidated net worth at least equal to that of the predecessor Master Servicer, and (v) such transaction will not result in a material adverse federal or state tax consequence to the Owner Trustee and Issuer, the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect Noteholders or the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person Person: (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer (if other than [ ]) executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.1 shall have been breached (for purposes hereofand no Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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 and respect to such transaction, (iiiiv) the surviving Master Servicer shall have delivered a consolidated net worth at least equal to that of the predecessor Master Servicer, and (v) such transaction will not result in a material adverse federal or state tax consequence to the Owner Trustee and Issuer, the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect Noteholders or the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer or (iv) succeeding to the business of the Master Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with or merge into any other Person or permit convey or transfer its properties and assets substantially as an entirety to any other Person to become a successor to the Master Servicer's business unless Person, unless: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 Master Servicer shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation provided prior written notice of such transaction) and no event thatproposed consolidation or merger to Owner (and, after notice or lapse of time or bothif Owner has not notified each Rating Agency thereof, would become a Master Servicer Termination Event shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not be considered a breach of the representation or warranties set forth in Section 7.01, do so); (ii) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall have be a corporation or other entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Master Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to Owner in form satisfactory to Owner, the performance of every covenant and obligation of Master Servicer hereunder; (iii) Master Servicer has delivered to Owner Trustee and the Indenture Trustee (A) an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 7.03 and that all conditions precedent herein provided for in this Agreement relating to such transaction have been complied with with, and (iiiB) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iv) either (x) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Master Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Master Servicer shall have delivered assumed the obligations of Master Servicer in accordance with this Agreement. (b) This Section 4.2 shall not be construed to prohibit or in any way limit Master Servicer's ability to effectuate any consolidation or merger pursuant to which Master Servicer would be the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestsurviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty and the Indenture Trustee an Officer's Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the holders of Notes and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, that the Master Servicer hereby covenants that, if the surviving Master Servicer is other than Student Loan Funding Resources, Inc. or an Affiliate, it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.1 shall have been breached (for purposes hereofand no Master Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the surviving Master Servicer shall have delivered to the Owner Trustee and Issuer a certificate of an officer of the Indenture Trustee an Officer's Certificate surviving Master Servicer and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 3.3 and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with with, and (iiiiv) the Master Servicer shall have delivered such transaction will not result in a material adverse federal or state tax consequence to the Owner Trustee and Issuer or the Indenture Trustee an Opinion noteholders of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest any bonds, notes or other indebtedness of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestIssuer.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; PROVIDED, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the holders of Notes and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor, the Securities Insurer, the Swap Counterparty, and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer or (iv) succeeding to the business of the Master Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with or merge into any other Person or permit convey or transfer its properties and assets substantially as an entirety to any other Person to become a successor to the Master Servicer's business unless Person, unless: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 Master Servicer shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation provided prior written notice of such transaction) and no event thatproposed consolidation or merger to Owner (and, after notice or lapse of time or bothif Owner has not notified each Rating Agency thereof, would become a Master Servicer Termination Event shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not be considered a breach of the representation or warranties set forth in Section 7.01, do so); (ii) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall have be a corporation or other entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Master Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to Owner in form satisfactory to Owner, the performance of every covenant and obligation of Master Servicer hereunder; (iii) Master Servicer has delivered to Owner Trustee and the Indenture Trustee (A) an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 7.03 and that all conditions precedent herein provided for in this Agreement relating to such transaction have been complied with with, and (iiiB) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iv) either (x) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Master Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Master Servicer shall have delivered assumed the obligations of Master Servicer in accordance with this Agreement. (b) This Section 4.2 shall not be construed to prohibit or in any way limit Master Servicer’s ability to effectuate any consolidation or merger pursuant to which Master Servicer would be the Owner Trustee surviving entity. 22 Second Amended and the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest.Restated Servicing Agreement

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer party or (ivc) succeeding which may succeed to the business properties and assets of the Master Servicer, which Person substantially as a whole, shall execute be the successor to the Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the -55- 60 Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer if other than Avco Financial Services Management Company, executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.1 shall have been breached (for purposes hereofand no Master Servicer Default, 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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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 and respect to such transaction, (iiiiv) the surviving Master Servicer shall have delivered a consolidated net worth at least equal to that of the predecessor Master Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to the Owner Trustee and Issuer, the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect Noteholders or the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; PROVIDED, HOWEVER, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Mellon Bank, N.A. (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Mellon Bank, N.A. (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Mellon Bank, N.A. (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of Notes or the holders of Certificates and (iiivi) unless Mellon Bank, N.A. (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding to the business of the Master Servicer, which Person substantially as a whole, may become the successor to Master Servicer; provided that, unless Xxxxx Fargo Financial, Inc. is the surviving party to such transaction, Master Servicer hereby covenants that it shall execute not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, if other than Xxxxx Fargo Financial, Inc., executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 7.1 shall have been breached (for purposes hereofand no Master Servicer Termination Event, 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 time, or both, would become a Master Servicer Termination Event shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not occurred and be considered a breach of the representation or warranties set forth in Section 7.01continuing, (iiiii) the Master Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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 and respect to such transaction, (iiiiv) the surviving Master Servicer shall have delivered a consolidated net worth at least equal to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust predecessor Master Servicer, and (v) such transaction will not result in a material adverse Federal or state tax consequence to Issuer, the Indenture Trustee, respectively, in Noteholders or the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestCertificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Master Servicer or (iv) succeeding to the business of the Master Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with or merge into any other Person or permit convey or transfer its properties and assets substantially as an entirety to any other Person to become a successor to the Master Servicer's business unless Person, unless: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 Master Servicer shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation provided prior written notice of such transaction) and no event thatproposed consolidation or merger to Owner (and, after notice or lapse of time or bothif Owner has not notified each Rating Agency thereof, would become a Master Servicer Termination Event shall have occurred; provided, that, a change in the Master Servicer's form of organization shall not be considered a breach of the representation or warranties set forth in Section 7.01, do so); (ii) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall have be a corporation or other entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Master Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to Owner in form satisfactory to Owner, the performance of every covenant and obligation of Master Servicer hereunder; (iii) Master Servicer has delivered to Owner Trustee and the Indenture Trustee (A) an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 7.03 and that all conditions precedent herein provided for in this Agreement relating to such transaction have been complied with with, and (iiiB) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iv) either (x) the Person formed by such consolidation or into which Master Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Master Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Master Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Master Servicer shall have delivered to assumed the Owner Trustee and the Indenture Trustee an Opinion obligations of Counsel stating that either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Master Servicer in the assets of the Trust and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestaccordance with this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than First Union or an Affiliate thereof, executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 6.01 shall have been breached (for purposes hereofand no Master Servicer Default, 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 time, or both, would become a an Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than First Union or warranties set forth in Section 7.01an Affiliate thereof, (ii) the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) unless First Union or an Affiliate thereof is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (iiiv) unless First Union or an Affiliate thereof is the surviving entity, the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; PROVIDED, HOWEVER, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Officer's Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of Notes or the holders of Certificates and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. Any Person (ia) into which the Master Servicer may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Master Servicer shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Master Servicer or (iv) succeeding substantially as a whole, shall be the successor to the business Master Servicer without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer, which Person shall execute if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Master Servicer under this Agreement, shall be the successor to the Master 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. The Master Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer's business unless (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (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 time, or both, would become a Master Servicer Termination Event Default shall have occurred; providedoccurred and be continuing, that, a change in (iii) the surviving Master Servicer's form of organization shall not be considered a breach of the representation , if other than Key Bank USA, National Association (or warranties set forth in Section 7.01affiliate thereof), (ii) the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor and the Indenture Trustee an Officer's Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent 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, (iv) the surviving Master Servicer shall have a consolidated net worth at least equal to that of the predecessor Master Servicer, (v) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders of Notes and (iiivi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Master Servicer shall have delivered to the Owner Trustee Eligible Lender Trustee, the Depositor and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the assets of the Trust Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests.