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. The Master Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the corporation formed by such consolidation or into which the Master Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Master Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Master Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Master Servicer hereunder; (ii) the Master Servicer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Agreement shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. The Master Servicer shall not consolidate with hereby agrees that, upon (a) any merger or merge consolidation of the Master Servicer into another Person, (b) any other corporation merger or convey or transfer its properties and assets substantially as an entirety consolidation to any Person unless: (i) the corporation formed by such consolidation or into which the Master Servicer is merged shall be a party resulting in the creation of another Person or the (c) any Person which acquires by conveyance or transfer succeeding to the properties and assets of the Master Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia andwhole, if the Master Servicer is not shall (i) cause such Person (if other than the surviving entity, shall expressly assume by Master Servicer) to execute an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of which states expressly that such Person assumes every covenant and obligation of the Master Servicer hereunder; , (ii) the Master Servicer has delivered deliver to the Eligible Lender Trustee and Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section 5.13, and that all conditions precedent provided for herein in this Agreement relating to such transaction have been satisfied; complied with, (iii) cause the Rating Agency Condition has to have been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and transaction and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance cure any existing Master Servicer Default or transfer, no any continuing event which, with after notice or passage lapse of time or both, would become a Master Servicer Default Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under the terms of this Agreement shall have occurred and be continuingwithout further act on the part of any of the parties to this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. The Master Servicer shall not consolidate with hereby agrees that, upon (a) any merger or merge consolidation of the Master Servicer into another Person, (b) any other corporation merger or convey or transfer its properties and assets substantially as an entirety consolidation to any Person unless: (i) the corporation formed by such consolidation or into which the Master Servicer is merged shall be a party resulting in the creation of another Person or the (c) any Person which acquires by conveyance or transfer succeeding to the properties and assets of the Master Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia andwhole, if the Master Servicer is not shall (i) cause such Person (if other than the surviving entity, shall expressly assume by Master Servicer) to execute an agreement supplemental hereto, executed and delivered of assumption to the Trustee in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Master Servicer hereunder; , (ii) the Master Servicer has delivered deliver to the Eligible Lender Trustee and, if any Notes remain Outstanding, to the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section 5.13, and that all conditions precedent provided for herein in this Agreement relating to such transaction have been satisfied; complied with, (iii) cause the Rating Agency Condition has to have been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and transaction and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance cure any existing Master Servicer Default or transfer, no any continuing event which, with after notice or passage lapse of time or both, would become a Master Servicer Default Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under the terms of this Agreement shall have occurred and be continuing.without further act on the part of any of the parties to this

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. The Master Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless: (i) the corporation formed by such consolidation or into which the Master Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Master Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Master Servicer is not the surviving entity, shall expressly assume by an agreement 47 supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Master Servicer hereunder; (ii) the Master Servicer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Agreement shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. The Master Servicer shall not consolidate with hereby agrees that, upon (a) any merger or merge consolidation of the Master Servicer into another Person, (b) any other corporation merger or convey or transfer its properties and assets substantially as an entirety consolidation to any Person unless: (i) the corporation formed by such consolidation or into which the Master Servicer is merged or shall be a party resulting in the creation of another Person, (c) any Person which acquires by conveyance or transfer succeeding to the properties and assets of the Master Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America whole or (d) any state or the District of Columbia and, if other transfer by the Master Servicer is not to any Person of the surviving entityMaster Servicer's student lending business substantially as a whole, the Master Servicer shall expressly assume by (i) cause such Person (if other than the Master Servicer) to execute an agreement supplemental hereto, executed and delivered of assumption to the Trustee in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Master Servicer hereunder; , (ii) the Master Servicer has delivered deliver to the Eligible Lender Trustee and Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance succession or transfer and such supplemental agreement of assumption comply with this Section 5.13, and that all conditions precedent provided for herein in this Agreement relating to such transaction have been satisfied; complied with, (iii) cause the Rating Agency Condition has to have been satisfied with respect to such consolidationtransaction or, amendmentin the case of a transfer pursuant to clause (d) to a Person that is a Non-Code Entity, mergerdeliver notice of such transfer and assumption to each Rating Agency, conveyance or transfer; and and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance cure any existing Servicer Default or transfer, no any continuing event which, with after notice or passage lapse of time or both, would become a Servicer Default Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under the terms of this Agreement without further act on the part of any of the parties to this Agreement. Notwithstanding anything herein to the contrary, compliance with clauses (i), (ii), (iii) and (iv) above shall have occurred and be continuingconditions to the consummation of any of the transactions referred to in clause (a), (b), (c) or (d) above.