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

Merger or Consolidation of, or Assumption of the Obligations of, the Administrator and the Depositor. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, as the case may be, if other than KBNA (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Administrator under this Agreement and the Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator if other than KBNA (or affiliate thereof), shall have delivered to the Eligible Lender Trustee, the Owner Trustee and 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, 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 Administrator shall have a consolidated net worth at least equal to that of the predecessor Administrator, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders of Notes and (vi) unless KBNA (or affiliate thereof) is the surviving entity, the Administrator shall have delivered to the Eligible Lender Trustee, the Owner Trustee and the Indenture 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 interest of the Eligible Lender Trustee and Indenture Trustee, respectively, 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. Without the prior written confirmation from each Rating Agency that its then current ratings of each Class of Notes would not be downgraded, the Depositor shall not be merged or consolidated with any other entity.

Merger or Consolidation of, or Assumption of the Obligations of, the Administrator and the Depositor. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, as the case may be, if other than KBNA Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Administrator under this Agreement and the Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator if other than KBNA Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Securities Insurer, the Swap Counterparty, Eligible Lender Trustee, the Owner Trustee and 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, 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 Administrator shall have a consolidated net worth at least equal to that of the predecessor Administrator, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders holders of Notes and (vi) unless KBNA Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Administrator shall have delivered to the Securities Insurer, the Swap Counterparty, the Eligible Lender Trustee, the Owner Trustee and the Indenture 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 interest of the Eligible Lender Trustee and Indenture Trustee, respectively, 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. Without the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), and the prior written confirmation from each Rating Agency that its then current ratings of each Class of Notes would not be downgraded, the Depositor shall not be merged or consolidated with any other entity.

Merger or Consolidation of, or Assumption of the Obligations of, the Administrator and the Depositor. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, as the case may be, if other than KBNA Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Administrator under this Agreement and the Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator if other than KBNA Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Securities Insurer, the Swap Counterparty, Eligible Lender Trustee, the Owner Trustee and 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, 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 Administrator shall have a consolidated net worth at least equal to that of the predecessor Administrator, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders holders of Notes and (vi) unless KBNA Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Administrator shall have delivered to the Securities Insurer, the Swap Counterparty, the Eligible Lender Trustee, the Owner Trustee and the Indenture 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 interest of the Eligible Lender Trustee and Indenture Trustee, respectively, 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. Without the prior written consent of the Securities Insurer (provided that no Securities Insurer Default has occurred and is continuing), and the prior written confirmation from each Rating Agency that its then current ratings of each Class of Notes would not be downgraded, the Depositor shall not be merged or consolidated with any other entity.

Merger or Consolidation of, or Assumption of the Obligations of, the Administrator and the Depositor. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, as the case may be, if other than KBNA Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Administrator under this Agreement and the Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator if other than KBNA Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Eligible Lender Trustee, the Owner Trustee and 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, 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 Administrator shall have a consolidated net worth at least equal to that of the predecessor Administrator, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders of Notes and (vi) unless KBNA Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Administrator shall have delivered to the Eligible Lender Trustee, the Owner Trustee and the Indenture 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 interest of the Eligible Lender Trustee and Indenture Trustee, respectively, 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. Without the prior written confirmation from each Rating Agency that its then current ratings of each Class of Notes would not be downgraded, the Depositor shall not be merged or consolidated with any other entity.

Merger or Consolidation of, or Assumption of the Obligations of, the Administrator and the Depositor. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; providedPROVIDED, howeverHOWEVER, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, as the case may be, if other than KBNA Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Administrator under this Agreement and the Administration Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 or 6.01 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator if other than KBNA Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Securities Insurer, the Swap Counterparty, Eligible Lender Trustee, the Owner Trustee and 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, 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 Administrator shall have a consolidated net worth at least equal to that of the predecessor Administrator, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Holders holders of Notes and (vi) unless KBNA Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Administrator shall have delivered to the Securities Insurer, the Swap Counterparty, the Eligible Lender Trustee, the Owner Trustee and the Indenture 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 interest of the Eligible Lender Trustee and Indenture Trustee, respectively, 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. Without the prior written consent of the Securities Insurer (provided that a Securities Insurer Default has not occurred and is continuing), and the prior written confirmation from each Rating Agency that its then current ratings of each Class of Notes would not be downgraded, the Depositor shall not be merged or consolidated with any other entity.