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 hereby agrees that, upon (a) any merger or consolidation of the Master Servicer into another Person, (b) any merger or consolidation to which the Master Servicer shall be a party resulting in the creation of another Person or (c) any Person succeeding to the properties and assets of the Master Servicer substantially as a whole, the Master Servicer shall (i) cause such Person (if other than the Master Servicer) to execute an agreement which states expressly that such Person assumes every obligation of the Master Servicer hereunder, (ii) deliver to the Eligible Lender Trustee and Indenture Trustee an Officers’ Certificate and 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 provided for in this Agreement relating to such transaction have been complied with, (iii) cause the Rating Agency Condition to have been satisfied with respect to such transaction and (iv) cure any existing Master Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Master Servicer Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under this Agreement without 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 hereby agrees that, upon (a) any merger or consolidation of the Master Servicer into another Person, (b) any merger or consolidation to which the Master Servicer shall be a party resulting in the creation of another Person or (c) any Person succeeding to the properties and assets of the Master Servicer substantially as a whole, the Master Servicer shall (i) cause such Person (if other than the Master Servicer) to execute an agreement which states expressly that such Person assumes of assumption to perform every obligation of the Master Servicer hereunder, (ii) deliver to the Eligible Lender Trustee and and, if any Notes remain Outstanding, to the Indenture Trustee an Officers’ ' Certificate and 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 provided for in this Agreement relating to such transaction have been complied with, (iii) cause the Rating Agency Condition to have been satisfied with respect to such transaction and (iv) cure any existing Master Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Master Servicer Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under this Agreement without further act on the part of any of the parties to this Agreement.this

Merger or Consolidation of, or Assumption of the Obligations of, Master Servicer. The Master Servicer hereby agrees that, upon (a) any merger or consolidation of the Master Servicer into another Person, (b) any merger or consolidation to which the Master Servicer shall be a party resulting in the creation of another Person or Person, (c) any Person succeeding to the properties and assets of the Master Servicer substantially as a whole or (d) any other transfer by the Master Servicer to any Person of the Master Servicer's student lending business substantially as a whole, the Master Servicer shall (i) cause such Person (if other than the Master Servicer) to execute an agreement which states expressly that such Person assumes of assumption to perform every obligation of the Master Servicer hereunder, (ii) deliver to the Eligible Lender Trustee and Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, succession or succession transfer and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) cause the Rating Agency Condition to have been satisfied with respect to such transaction or, in the case of a transfer pursuant to clause (d) to a Person that is a Non-Code Entity, deliver notice of such transfer and assumption to each Rating Agency, and (iv) cure any existing Master Servicer Default or any continuing event which, after notice or lapse of time or both, would become a Master Servicer Default. Upon compliance with the foregoing requirements, such Person shall be the successor to the Master Servicer under 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 be conditions to the consummation of any of the transactions referred to in clause (a), (b), (c) or (d) above.