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

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered 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, if any, provided for in this Sale 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) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the "

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, provided that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, Seller if other than the SellerKey Consumer Acceptance Corporation, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement Section 3.1 or 6.1 shall have been breached, (iii) the surviving Person, if other than the Seller, Seller shall have delivered to Owner Trustee and Indenture Trustee an Officers' Officer's Certificate and an opinion Opinion of counsel Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale 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) if the Seller is not the surviving entity, such transaction will not result in Seller shall have a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the "consolidated net worth at least SALE AND SERVICING AGREEMENT

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this these Master Sale AgreementTerms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this these Master Sale AgreementTerms, each Sale Agreement and each Xxxx of Sale (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement Section 5 herein shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered to the Eligible Lender Trustee an Officers' ’ Certificate and an opinion Opinion of counsel Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this these Master Sale Agreement Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the ",

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller’s business unless, (A) such Person is approved by the Administrative Agent (such consent not to be unreasonably withheld) and, (B) after giving effect to such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement and the other Loan Documents to which it is a party. Any corporation or other Person (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Seller shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeSeller, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Seller, executes cases shall execute an agreement of assumption to perform every obligation of the Seller under this Sale Agreement and the other Loan Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to Seller under this Agreement and the other Loan Documents to which it is a party without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered 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, if any, provided for anything in this Sale 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) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the "contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release Seller from any

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person person (a) into which the Seller seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller seller shall be a party party, or (c) which may succeed to the properties and assets of the Seller seller substantially as a whole, shall be the successor to the Seller seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreementdepositor eligible lender trustee or the purchaser; provided, however, that the Seller seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Personseller, if other than the SellerKBNA (or an affiliate thereof), executes an agreement of assumption to perform every obligation of the Seller seller under this Sale Agreementagreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement section 3.01 or 4.01 hereof shall have been breached, (iii) the surviving Personseller, if other than the SellerKBNA (or an affiliate thereof), shall have delivered to the depositor eligible lender trustee, the indenture trustee and the purchaser an Officers' Certificate officers’ certificate and an opinion of counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section section and that all conditions precedent, if any, provided for in this Sale Agreement agreement relating to such transaction have been complied with, and that the Rating Agency Condition rating agency condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entityseller shall have a consolidated net worth at least equal to that of the predecessor seller, (v) such transaction will not result in a material adverse federal or state tax consequence to the Purchaser issuer or the Noteholders and holders of the grantor trust certificates notes and (vi) unless KBNA (or an affiliate thereof) is the "Certifcates"surviving entity, the seller shall have delivered to the depositor eligible lender trustee an opinion of counsel 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 interests of the depositor eligible lender trustee and the purchaser in the financed student loans and reciting the details of such filings, or (b) stating that, in the "opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party party, or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, howeverfurther, that (x) the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered to the Indenture Trustee an Officers' Officer's Certificate and an opinion Opinion of counsel Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 6.2, and that (y) all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction merger, consolidation or succession have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and that the Rating Agency Condition shall have been satisfied Agencies with respect to prompt notice of any such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the ".