Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER Clause in Contracts

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding 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 SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Blue Ridge Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Blue Ridge Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Blue Ridge Funding substantially as a whole, shall be the successor to SLM ECFC Blue Ridge Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Blue Ridge Funding 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 SLM ECFCBlue Ridge Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Blue Ridge Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBlue Ridge Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Blue Ridge Funding is not the surviving entity, SLM ECFC Blue Ridge Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Navient CFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Navient CFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Navient CFC substantially as a whole, shall be the successor to SLM ECFC Navient CFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Navient CFC 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 SLM ECFCNavient CFC, executes an agreement of assumption to perform every obligation of SLM ECFC Navient CFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNavient CFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Navient CFC is not the surviving entity, SLM ECFC Navient CFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding 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 SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC 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 SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate, and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master TermsTerms Sale Agreement, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 these this Master Terms 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; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC National Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC National Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC National Funding substantially as a whole, shall be the successor to SLM ECFC National Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC National Funding 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 SLM ECFCNational Funding, executes an agreement of assumption to perform every obligation of SLM ECFC National Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNational Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC National Funding is not the surviving entity, SLM ECFC National Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (TOWN CENTER FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC [SPE Seller] may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC [SPE Seller] shall be a party or (c) which may succeed to the properties and assets of SLM ECFC [SPE Seller] substantially as a whole, shall be the successor to SLM ECFC [SPE Seller] without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC [SPE 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 SLM ECFC[SPE Seller], executes an agreement of assumption to perform every obligation of SLM ECFC [SPE Seller] and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC[SPE Seller], shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC [SPE Seller] is not the surviving entity, SLM ECFC [SPE Seller] shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Sale Agreement

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC 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 SLM ECFC the Seller hereunder without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) unless an Insurer Default shall have occurred and be continuing, the surviving PersonSeller shall have received the written consent of the Security Insurer prior to entering into any such transaction, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breached; breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (iii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trustee and the Security Insurer an Officers’ 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 and that all conditions precedent, if any, provided for in these Master Terms this Agreement relating to such transaction have been complied with, and that (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction; transaction and (ivv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trustee and the Security Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) 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 Funding the Owner Trustee and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans Receivables 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 interestsinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding 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 SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (TOWN HALL FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (BLUEMONT FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Red Wolf Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Red Wolf Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Red Wolf Funding substantially as a whole, shall be the successor to SLM ECFC Red Wolf Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Red Wolf Funding 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 SLM ECFCRed Wolf Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Red Wolf Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCRed Wolf Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Red Wolf Funding is not the surviving entity, SLM ECFC Red Wolf Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding 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 SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding 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 SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC 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 SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Notice Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate, and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) The Seller 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 SLM ECFC may be the Seller is merged or consolidated, (b) the Person which may result from any merger acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as a wholean entirety shall be, if the Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and 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 Seller, as applicable hereunder and shall benefit from all the rights granted to the Seller, as applicable hereunder. To the extent that any right, covenant or obligation of the Seller, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to SLM ECFC without such covenant or obligation, or benefit from such right, as would apply, to the execution extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or filing of any document or any further act by any of conservatorship applicable to such successor entity as shall be set forth in the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: officer’s certificate described in subsection 7.02(a) (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; ii); (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Trustee an Officers’ Officer’s Certificate and an Opinion signed by a Vice President (or any more senior officer) of Counsel each the Seller stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 7.02 and that all conditions precedent, if any, precedent herein provided for in these Master Terms relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and that binding; (iii) the Seller shall have delivered notice to the Rating Agency Condition shall have been satisfied with respect to of such transactionconsolidation, merger, conveyance or transfer; and and (iv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thata Tax Opinion, in dated the opinion date of such counselmerger, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully conveyance or transfer, with respect thereto. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to preserve and protect the interest obligations of Funding and the Interim Eligible Lender TrusteeSeller hereunder except for mergers, respectivelyconsolidations, assumptions or transfers in accordance with the Purchased Loans and reciting provisions of 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 interestsforegoing paragraph.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master TermsTerms Sale Agreement, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 these this Master Terms Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Notice Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) substantially as a whole, shall be the successor to SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) without the execution or filing of any document or any further act by any of the parties to these this Master TermsLoan Sale Agreement; provided, however, that SLM ECFC 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 SLM ECFCthe Seller or the Eligible Lender Trustee (if applicable), executes shall, promptly following such merger or consolidation, execute and deliver to the Department an agreement of assumption to perform every obligation of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) under these this Master Terms, each Purchase Loan Sale Agreement and each Xxxx Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 6 shall have been breached; and (iii) the surviving Personperson, if other than SLM ECFCthe Seller, shall have delivered shall, promptly following such merger or consolidation, deliver to the Interim Eligible Lender Trustee Department an Officers’ Certificate in the form of Exhibit C and an Opinion of Counsel in the form of Exhibit D 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 these this Master Terms Loan 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; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding 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 SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Town Hall Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person Person: (a) into which SLM ECFC the Seller may be merged or consolidated, consolidated and which succeeds to all or the major part of the electric distribution business of the Seller, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or the major part of the electric distribution business of the Seller, (c) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party and which succeeds to all or the major part of the electric distribution business of the Seller, (cd) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a wholewhole and which succeeds to all or the major part of the electric distribution business of the Seller, or (e) which may otherwise succeed to all or the major part of the electric distribution business of the Seller, 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 SLM ECFC the Seller hereunder without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: that (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 Article III shall have been breached; breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (iiiii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Issuer and the 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 5.02 and that all conditions precedent, if any, provided for in these Master Terms this Agreement relating to such transaction have been complied with, and that , (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Issuer and the Trustee an Opinion of Counsel either either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed filings to be made by the Seller, including New Jersey UCC filings, that are necessary fully to preserve and protect fully the interest respective interests of Funding the Issuer and the Interim Eligible Lender Trustee, respectively, Trustee in the Purchased Loans Transferred Bondable Transition Property have been executed and filed, and reciting the details of such filings, or or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interests, (iv) the Rating Agencies shall have received prior written notice of such transaction; and (v) the Seller shall have delivered to the Issuer and the Trustee an opinion of independent tax counsel (as selected by, and in form and substance reasonably satisfactory to, the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such consolidation or merger will not result in a material adverse federal income tax consequence to the Seller, the Issuer, the Trustee or the holders of the Outstanding Transition Bonds. The Seller shall not consummate any transaction referred to in clauses (a), (b), (c), (d) or (e) above except upon execution of the above described agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 (A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such Purchase Agreement – Master (VG FUNDING) consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Notwithstanding anything in this Agreement to the contrary, any Person (ai) into which SLM ECFC the Seller may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion, or consolidation to which SLM ECFC the Seller shall be a party party, or (ciii) which may succeed succeeding to the properties and assets business of SLM ECFC the Seller substantially as a whole, shall will be the successor to SLM ECFC the Seller under this Agreement, without the execution or filing of any document or any further act by on the part of any of the parties to these Master Termsthis Agreement; provided, however, that SLM ECFC hereby covenants that it will the Seller shall not consummate enter into any of the foregoing transactions except upon satisfaction of the following: merger or consolidation unless (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (iix) immediately after giving effect to such transaction, no representation Event of Default or warranty made pursuant to Section 5 Early Amortization Event shall have been breached; result therefrom, (iiiy) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Trustee Issuer, an Officers’ Officer’s Certificate and an Opinion of Counsel (which the Issuer shall forward to the Indenture Trustee and the Administrative Agent) each stating that such consolidation, merger merger, or succession and such agreement of assumption comply complies with this Section 4.01 and that all conditions precedent, if any, provided for in these Master Terms 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; and (ivz) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Trustee Issuer an Opinion of Counsel (which the Issuer shall forward to the Indenture Trustee and the Administrative Agent), either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary fully to preserve and protect perfect the interest of Funding and the Interim Eligible Lender Trustee, respectively, Issuer in the Purchased Loans and reciting the details of such filingsTransferred Assets, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect perfect such interestsinterest.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person Person: (a) into which SLM ECFC the Seller may be merged merged, converted or consolidated, consolidated and which succeeds to all or substantially all of the electric distribution business of the Seller, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or substantially all of the electric distribution business of the Seller, (c) which may result from any merger merger, conversion or consolidation to which SLM ECFC the Seller shall be a party and which succeeds to all or substantially all of the electric distribution business of the Seller, (cd) which may purchase or otherwise succeed to the properties and assets of SLM ECFC the Seller substantially as a wholewhole and which purchases or otherwise succeeds to all or substantially all of the electric distribution business of the Seller, or (e) which may otherwise purchase or succeed to all or substantially all of the electric distribution business of the Seller, 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 SLM ECFC the Seller hereunder without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: that (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 Article III shall have been breached; breached in any material respect and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Rating Agencies shall have received prior written notice of such transaction, (iii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Issuer and the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger conversion, merger, division or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, provided for in these Master Terms 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; and , (iv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Issuer and the Indenture Trustee an Opinion of Counsel either either (A) stating that, in the opinion of such counsel, all financing statements filings to be made by the Seller, including filings with the Texas Commission pursuant to the securitization provisions of the Public Utility Regulatory Act and continuation statements and amendments thereto have been executed and filed the UCC, that are necessary fully to preserve and protect the interest respective interests of Funding the Issuer and the Interim Eligible Lender Trustee, respectively, Indenture Trustee in the Purchased Loans System Restoration Property have been executed and filed, and reciting the details of such filings, or or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interests, and (v) the Seller shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an opinion of independent tax counsel (as selected by, and in form and substance satisfactory to the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such transaction will not result in a material adverse federal income tax consequence to the Issuer, the Indenture Trustee or the Bondholders. The Seller shall not consummate any transaction referred to in clauses (a), (b), (c), (d) or (e) above except upon execution of the above described agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above. When any Person acquires the properties and assets of the Seller substantially as a whole and succeeds to all or substantially all of the electric distribution business of the Seller, or otherwise becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Town Center Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person corporation or other entity (ai) into which SLM ECFC the Seller may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion, or consolidation to which SLM ECFC the Seller shall be a party party, or (ciii) which may succeed succeeding to the properties and assets business of SLM ECFC the Seller substantially as a whole, shall will be the successor to SLM ECFC the Seller under this Agreement, without the execution or filing of any document or any further act by on the part of any of the parties to these Master Terms; providedthis Agreement so long as, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (iix) immediately after giving effect to such transaction, no Event of Default, Manager Default or Early Amortization Event shall result therefrom (including an Asset Base Deficiency pursuant to a breach of Container Representations and Warranties) and no representation or warranty made pursuant to Section 5 3.01 shall have been breached; , (iiiy) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Trustee Company, the Issuer, the Administrative Agent and each Rating Agency an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such any agreement of assumption relating to such transaction comply with this Section 4.01 and that all conditions precedent, if any, provided for in these Master Terms 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; and (ivz) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Trustee Company, the Issuer, the Administrative Agent and each Rating Agency an Opinion of Counsel reasonably satisfactory to the Requisite Global Majority either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements statements, or other documents of similar import, and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Company and the Interim Eligible Lender Trustee, respectively, Indenture Trustee in the Purchased Loans and reciting the details of such filingsSold Assets, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and transaction (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or; (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person Person: (a) into which SLM ECFC the Seller may be merged merged, converted or consolidated, consolidated and which succeeds to all or substantially all of the electric distribution business of the Seller, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or substantially all of the electric distribution business of the Seller, (c) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party and which succeeds to all or substantially all of the electric distribution business of the Seller, (cd) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a wholewhole and which succeeds to all or substantially all of the electric distribution business of the Seller, or (e) which may otherwise succeed to all or substantially all of the electric distribution business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, shall be the successor to SLM ECFC the Seller hereunder without the execution or filing of any other document or any further act by any of the parties to these Master Termsthis Sale Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: that (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section 5 Article III or Article IV of this Sale Agreement, as the case may be, shall have been breached; , (iiiii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Issuer and the 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 5.02 and that all conditions precedent, if any, provided for in these Master Terms this Sale Agreement relating to such transaction have been complied with, and that , (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Issuer and the Trustee an Opinion of Counsel either either (A) stating that, in the opinion of such counsel, all financing statements filings to be made by the Seller and continuation statements the Issuer, including New Jersey UCC filings and amendments thereto have been executed and filed the Delaware UCC filings, that are necessary fully to preserve and protect fully the interest respective interests of Funding the Issuer and the Interim Eligible Lender Trustee, respectively, Trustee in the Purchased Loans Transferred Bondable Transition Property have been executed and filed, and reciting the details of such filings, or or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interests, (iv) the Rating Agencies shall have received prior written notice of such transaction and (v) the Seller shall have delivered to the Issuer and the Trustee an opinion of independent tax counsel (as selected by, and in form and substance reasonably satisfactory to, the Seller, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such consolidation or merger will not result in a material adverse federal income tax consequence to the Seller, the Issuer, the Trustee or the Holders of the Outstanding Transition Bonds. The Seller shall not consummate any transaction referred to in clauses (a), (b), (c), (d) or (e) above except upon execution of the above described agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon the satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from its obligations hereunder.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement — Master (SLM ECFC)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC ELC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC ELC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC ELC substantially as a whole, shall be the successor to SLM ECFC ELC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC ELC 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 SLM ECFCELC, executes an agreement of assumption to perform every obligation of SLM ECFC ELC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCELC, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC ELC is not the surviving entity, SLM ECFC ELC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC 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 SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx Bill of Sale; (ii) immediately after giving effect to such transactiontransactixx, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender 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 these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC SLC shall have delivered to the Interim 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 interest of Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) The Seller shall not consolidate or amalgamate with or merge into any other corporation or enter into a statutory arrangement to similar effect or convey or transfer its properties and assets substantially as an entirety to any person unless: (i) (A) the corporation formed by such consolidation, amalgamation or arrangement or into which SLM ECFC may be the Seller is merged or consolidated, (b) the person which may result from any merger acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as an entirety shall be, if the Seller is not the surviving entity, organized and existing under the laws of Canada, the United States of America or a wholeprovince or state thereof and shall be a bank, trust company, loan company or a corporation authorized to carry on a credit card business in Canada, and, if the Seller is not the surviving entity, shall be the successor to SLM ECFC without the execution or filing of any document or any further act expressly assume, by any of the parties to these Master Terms; providedsupplemental agreements, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement executed and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee Trust, in form satisfactory to the Trust, the performance of every covenant and obligation of the Seller hereunder (including its obligations under section 3.4), under the Trust Indenture and all Supplements, and (B) the Seller has delivered to the Trust an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger amalgamation, arrangement, merger, conveyance or succession transfer and such agreement of assumption supplemental agreements comply with this Section section 3.2, that such supplemental agreements are valid and that all conditions precedentbinding obligations of such surviving entity enforceable against such surviving entity in accordance with their terms, if anyexcept as such enforceability may be limited by applicable bankruptcy, provided for insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in these Master Terms relating to effect and except as such transaction have been complied with, and that enforceability may be limited by general principles of equity; and (ii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and consolidation, amalgamation, arrangement, merger, conveyance or transfer. (ivb) if SLM ECFC is The obligations of the Seller hereunder shall not the surviving entity, SLM ECFC be assignable nor shall have delivered any person succeed to the Interim Eligible Lender Trustee an Opinion obligations of Counsel either (Athe Seller hereunder except in each case in accordance with the provisions of the foregoing subsection 3.2(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 Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 interestssection 3.5.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation Purchase Agreement — (VG Funding) statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding 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 SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such VL Funding Purchase Agreement 22 consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 Purchase Agreement – Master (VG FUNDING) and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) The Seller 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) if the Seller is not the surviving entity, the corporation formed by such consolidation or into which SLM ECFC may be the Seller is merged or consolidated, (b) the Person which may result from any merger acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as a whole, an entirety shall be organized and existing under the successor to SLM ECFC without laws of the execution or filing United States of any document America or any further act State or the District of Columbia, and shall expressly assume, by any an agreement supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance of every covenant and obligation of the parties Seller hereunder and under the Related Documents and shall benefit from all the rights granted to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; Seller as applicable hereunder; (ii) immediately after giving effect if the Seller is not the surviving entity, such Person certifies in writing to the Indenture Trustee that all of the representations and warranties of the Seller set forth in the Related Documents are true and correct in all respects with respect to such transactionPerson as of the date of consolidation, no representation merger or warranty made pursuant to Section 5 shall have been breached; transfer, as the case may be; (iii) the surviving Person, if other than SLM ECFC, shall have Seller has delivered to the Interim Eligible Lender Indenture Trustee an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such agreement of assumption supplemental agreement, if any, comply with this Section 7.02 and that all conditions precedent, if any, precedent herein provided for in these Master Terms relating to such transaction have been complied withwith and an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, that such supplemental agreement, if any, is the Rating Agency Condition legal, valid, binding and enforceable obligation of the parties thereto; (iv) the Indenture Trustee shall have been satisfied with respect to advised in writing by each Rating Agency for each outstanding Series of Notes that the rating of the related Class(es) of Notes will not be lowered or withdrawn as a result of such transaction; and ; (ivv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC the AIG Support Agreement remains in effect with respect to the successor entity; and (vi) the Seller shall have delivered to the Interim Eligible Lender Indenture Trustee an Opinion of Counsel either (A) stating thata Tax Opinion, in dated the opinion date of such counselmerger, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully conveyance or transfer, with respect thereto. (b) The respective obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to preserve and protect the interest respective obligations of Funding and the Interim Eligible Lender TrusteeSeller hereunder except for mergers, respectivelyconsolidations, assumptions or transfers in accordance with the Purchased Loans and reciting provisions of 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 interestsforegoing paragraph.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA 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 SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to Purchase Agreement – Master (VG FUNDING) such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement — Master (BLUEMONT FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC 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 SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master Terms, each Terms Purchase Agreement and each Xxxx of SaleAgreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables 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 Funding and the Interim Eligible Lender Trustee, respectively, SLC Receivables in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (TOWN CENTER FUNDING) 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master Terms, each Purchase Agreement and each Xxxx of SaleTerms Sale Agreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 these this Master Terms 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; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser 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 Funding and the Interim Eligible Lender Trustee, respectively, Purchaser in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 Purchase Agreement - Master (VG FUNDING) and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either 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 Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Blue Ridge Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Blue Ridge Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Blue Ridge Funding substantially as a whole, shall be the successor to SLM ECFC Blue Ridge Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Blue Ridge Funding 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 SLM ECFCBlue Ridge Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Blue Ridge Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBlue Ridge Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Blue Ridge Funding is not the surviving entity, SLM ECFC Blue Ridge Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) The Seller 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) (A) the entity formed by such consolidation or into which SLM ECFC may be the Seller is merged or consolidated, (b) which may result from any merger the Person that acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as an entirety shall be, if the Seller is not the surviving entity, a wholecorporation organized and existing under the law of the United States or any state or the District of Columbia, or shall be the successor a national banking association, a state chartered bank, a savings and loan association, a federal savings bank or other entity that is not eligible to SLM ECFC without the execution or filing of any document or any further act by any be a debtor under Title 11 of the parties to these Master Terms; providedUnited States Code and, however, that SLM ECFC hereby covenants that it will if the Seller is not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Personentity, if other than SLM ECFCsuch corporation shall expressly assume, executes by an agreement of assumption to perform every obligation of SLM ECFC under these Master Termssupplemental hereto, each Purchase Agreement executed and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Seller hereunder, including its obligations under Section 7.04; and (B) the Seller has delivered to the Trustee an Officers’ 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 Section, 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 or creditors of national banking associations, 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 that all conditions precedent, if any, precedent herein provided for in these Master Terms relating to such transaction have been complied with, and that ; (ii) the Rating Agency Condition shall have been satisfied with respect to such transactionconsolidation, merger, conveyance or transfer, unless such transaction results in the Seller being a person that is or would have been an Affiliate of the predecessor Seller; and and (iviii) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thatand each Rating Agency a Tax Opinion, in dated the opinion date of such counselconsolidation, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully merger, conveyance or transfer, with respect thereto. (b) The obligations of Seller hereunder shall not be assignable, nor shall any Person succeed to preserve and protect the interest obligations of Funding and the Interim Eligible Lender TrusteeSeller hereunder, respectivelyexcept in each case in accordance with (i) the provisions of the foregoing paragraph, in the Purchased Loans and reciting the details of such filings(ii) Section 7.05, (iii) Section 2.12 or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.iv)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) 22 satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA 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 SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any The Seller 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: (ai) the Required Persons for each Series have consented to such transaction; (ii) the entity formed by such consolidation or into which SLM ECFC may be the Seller is merged or consolidated, (b) the Person which may result from any merger acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as a whole, an entirety shall be an entity organized and existing under the successor to SLM ECFC without laws of the execution or filing United States of any document America or any further act State or the District of Columbia and, if the Seller is not the surviving entity, such corporation (the “Surviving Entity”) shall expressly assume, by any an agreement supplemental hereto the performance of every covenant and obligation of the parties to these Master TermsSeller hereunder; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; and (iii) the surviving Person, if other than SLM ECFC, shall have Seller has delivered to the Interim Eligible Lender Trustee an Officers’ Certificate Purchaser and the Notice Persons an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession and such agreement of assumption transfer comply with this Section 5.01(x) and that all conditions precedent, if any, precedent herein provided for in these Master Terms relating to such transaction have been complied withwith (and if an agreement supplemental hereto has been executed as contemplated by clause (i) above, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thatshall state that such supplemental agreement is a legal, valid and binding obligation of the Surviving Entity enforceable against the Surviving Entity in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), and the opinion of Required Persons for each Series shall have consented thereto, and the Seller has delivered all such counselother opinions, documents and information and executed, delivered and filed all such UCC financing statements and continuation statements other documents and amendments thereto have been executed and filed that are necessary fully to preserve and protect agreements as may be requested by the interest of Funding Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 interestsNotice Persons.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) Except as hereinafter provided, the Seller will keep in full effect its existence, rights and franchises as a corporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Lease Contracts and to perform its duties under this Agreement. (b) Any person into which SLM ECFC the Seller may be merged or consolidated, (b) which may result or to whom the Seller has sold substantially all of its assets, or any corporation resulting from any merger merger, conversion or consolidation to which SLM ECFC the Seller shall be a party party, or (c) which may succeed any Person succeeding to the properties and assets business of SLM ECFC substantially as a whole, the Seller shall be he the successor to SLM ECFC of the Seller hereunder and under the Pooling and Servicing Agreement, without the execution or filing of any document paper or any further act by on the part of any of the parties hereto, anything herein to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately contrary notwithstanding. Immediately after giving effect to such transaction, (i) no representation or warranty made pursuant to Section 5 3.01 hereof shall have been breached; , (iiiii) the surviving Person, if other than SLM ECFC, Seller shall have delivered deliver to the Interim Eligible Lender Purchaser, Bond Insurer, the Trustee and each Certificateholder a certificate of an Officers’ Certificate officer of the Seller and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply complies with this Section and 6.04, that all conditions precedent, if any, provided for in these Master Terms this Agreement relating to such transaction have been complied with, with and that the surviving entity has succeeded to all of the duties and obligations of the Seller under this Agreement and the Pooling and Servicing Agreement, and (z) the Seller shall deliver to the Purchaser, the Trustee, Bond Insurer, the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee each Certificateholder an Opinion of Counsel either (A1) stating that, in the opinion of such counselCounsel, all financing statements or other lien documents with respect to Lease Contracts and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, Purchaser in the Purchased Loans Lease Contracts have been executed and filed, or delivered, as the case may be, and reciting the details of such filingsstatements and documents, or (B2) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. The Seller shall provide prior written notice of any such event to the Rating Agencies and the Bond Insurer .

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding 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 SLM ECFCVL Funding, executes an agreement of VL Funding Purchase Agreement 22 assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC 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 SLM ECFC the Seller hereunder without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) if the Seller shall not be the surviving Personentity or if the debt rating of AmeriCredit Corp. by S&P or Xxxxx’x would be lower after giving effect to such transaction than prior to giving effect to the transaction, if other than SLM ECFCthe Seller shall have received the written consent of the Class A Majority, executes an agreement of assumption the Class B Majority and the Class C Majority, acting together, prior to perform every obligation of SLM ECFC under these Master Termsentering into any such transaction, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breached; breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Trustee Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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 these Master Terms this Agreement relating to such transaction have been complied with, and that (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction; transaction and (ivv) if SLM ECFC is not the surviving entity, SLM ECFC Seller shall have delivered to the Interim Eligible Lender Trustee Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) 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 Funding the Trust Collateral Agent, the Owner Trustee and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans Receivables and Other Conveyed Property 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 interestsinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and transaction (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or; (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding 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 SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (TOWN HALL FUNDING) 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement – Master (BLUEMONT FUNDING) 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 Purchase Agreement – Master (VG FUNDING) 22 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person The Seller 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: (a) the corporation formed by such consolidation or into which SLM ECFC may be the Seller is merged or consolidated, (b) the Person which may result from any merger acquires by conveyance or consolidation to which SLM ECFC shall be a party or (c) which may succeed to transfer the properties and assets of SLM ECFC the Seller substantially as an entirety shall be a wholecorporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Seller is not the surviving entity, shall be expressly assume, by an agreement supplemental hereto, executed and delivered to the Buyer in form satisfactory to the Buyer, the performance of every covenant and obligation of the Seller hereunder (to the extent that any right, covenant or obligation of the Seller, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to SLM ECFC without such covenant or obligation, or benefit from such right, as would apply, to the execution or filing of any document or any further act by any of the parties extent practicable, to these Master Termssuch successor entity); provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: and (ib) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, Seller shall have delivered to the Interim Eligible Lender Trustee Buyer (i) an Officers’ Certificate and an Opinion of Counsel each stating officer's certificate that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 8 .14 and that all conditions precedent, if any, precedent herein provided for in these Master Terms relating to such transaction have been complied withwith and (ii) the Company and Bank Investors shall have received an opinion of legal counsel reasonably acceptable to them that the Transaction Documents to which Seller is a party are legal, valid and binding obligations of such successor corporation, enforceable against such successor corporation in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws affecting creditors' rights generally, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion application of Counsel either general principles of equity; and (Ac) 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 Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, there shall exist no Termination Event or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsPotential Termination Event.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC [SPE Seller] may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC [SPE Seller] shall be a party or (c) which may succeed to the properties and assets of SLM ECFC [SPE Seller] substantially as a whole, shall be the successor to SLM ECFC [SPE Seller] without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC [SPE 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 SLM ECFC[SPE Seller], executes an agreement of assumption to perform every obligation of SLM ECFC [SPE Seller] and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC[SPE Seller], shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC [SPE Seller] is not the surviving entity, SLM ECFC [SPE Seller] shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it Sale Agreement – No. 1 will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding 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 SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Purchase Agreement — Master (TOWN CENTER FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement - Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA 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 SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender 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 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the Purchase Agreement - Master (VG FUNDING) following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) substantially as a whole, shall be the successor to SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) without the execution or filing of any document or any further act by any of the parties to these this Master TermsLoan Sale Agreement; provided, however, that SLM ECFC 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 SLM ECFCthe Seller or the Eligible Lender Trustee (if applicable), executes shall, promptly following such merger or consolidation, execute and deliver to the Department an agreement of assumption to perform every obligation of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) under these this Master Terms, each Purchase Loan Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 6 shall have been breached; and (iii) the surviving Personperson, if other than SLM ECFCthe Seller, shall have delivered shall, promptly following such merger or consolidation, deliver to the Interim Eligible Lender Trustee Department an Officers’ Certificate in the form of Exhibit C and an Opinion of Counsel in the form of Exhibit D 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 these this Master Terms Loan 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; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty Sale Agreement made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Purchaser and the Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Purchaser and the 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding 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 SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim 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 Purchase Agreement — Master (VG FUNDING) preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: Sale Agreement (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender 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 these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Navient CFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Navient CFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Navient CFC substantially as a whole, shall be the successor to SLM ECFC Navient CFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Navient CFC 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 SLM ECFCNavient CFC, executes an agreement of assumption to perform every obligation of SLM ECFC Navient CFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNavient CFC, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Navient CFC is not the surviving entity, SLM ECFC Navient CFC shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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 THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding 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 SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim 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 interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.. Bluemont Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC 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 SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Purchaser and the Interim Eligible Lender 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 these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Purchaser and the Interim 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 interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased 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.