Common use of Merger or Consolidation of, or Assumption Clause in Contracts

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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 ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, Seller. SELLER Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 this Sale Agreement shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' ’ Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, Purchaser in the Receivables Transferred Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, Seller. Any Person (a) into which the Seller may be merged or ----------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreementhereunder, shall be the successor to the Seller hereunder 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 this Agreement; provided, -------- however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no ------- representation or warranty made pursuant to Section 3.1 Article III shall have been breached and (if the Seller is the Servicer) no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Note Issuer and the Insurer Note Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee Note Issuer and the Insurer Note Trustee 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 filings to be made by the Seller, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, Note Issuer in the Receivables Transition 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viii) above shall be conditions to the consummation of the transactions any transaction referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, Seller. Any Person (a) into which the Seller may be merged or ---------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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 ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, Seller. SELLER Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 this Sale Agreement shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' ’ Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and, so long as any of the Notes are outstanding or any amounts are owed to the Note Insurer, the consent of the Note Insurer, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, Purchaser in the Receivables Transferred Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination EventDefault or an Insurance Agreement Event of Default, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Default or Insurance Agreement Event of Default shall have happened occurred and be continuing, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Rating Agencies and the 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral AgentTransferor, the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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 ------------------------------------------------------------ ofof the Servicer. AmeriCredit shall not merge or consolidate with any --------------------------- other person, Sellerconvey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Note Insurer in the Note Insurer's sole discretion. Any Person corporation (ai) into which the Seller AmeriCredit may be merged or consolidated, ---------- (bii) which may result resulting from any merger or consolidation to which the Seller AmeriCredit shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeAmeriCredit, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller AmeriCredit under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Seller hereunder AmeriCredit under this Agreement without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Collateral Agent and the Secured Parties. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit's business, unless (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 2.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Servicer Termination Event, and no event which, after notice Amortization Event or lapse of time, or both, would become a Servicer Potential Termination and Amortization Event shall have happened occurred and be continuing, (iiiy) the Seller AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent and the Note 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (vz) the Seller AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee Agent and the Note Insurer an Opinion of Counsel Counsel, 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such the filings or (B) no such action shall be necessary to preserve and protect such interest. 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, SellerServicer. Any Person (a) into which the Seller Servicer may be merged or ------------ consolidated, ---------- (b) which may result from any merger merger, conversion or consolidation to which the Seller Servicer shall be a party or (c) which may succeed to the properties and assets of the Seller Servicer, substantially as a wholewhole or (d) with respect to the Servicer's obligations hereunder, which is a corporation or limited liability company 50% or more of the voting interest of which is owned, directly or indirectly, by PeopleFirst, which Person in any of the foregoing cases executes executed an agreement of assumption to perform every obligation of the Seller under this Agreement, Servicer hereunder shall be the successor to the Seller hereunder Servicer under the Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this the Agreement; provided, however, that (i) the Seller Servicer shall have received the written consent of the Insurer Controlling Party prior to entering into any such transaction, ; (ii) immediately after giving effect to such transaction, no representation Servicer Default or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Insurance Agreement Event of Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination Default or Insurance Agreement Event of Default shall have happened occurred and be continuing, (iii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Rating Agencies and the 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, precedent provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Collateral Agent, the Trustee Rating Agencies and the Insurer an Opinion of Counsel 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 the Trust Collateral AgentOwner Trustee and, the Owner Indenture Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiiii),(iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) or (cd) above. Notwithstanding anything herein to the contrary, compliance with clause (i) shall not apply if the Backup Servicer becomes the Servicer.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. OF THE OBLIGATIONS OF --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which the Seller Xxxxxx Mae may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of the Seller Xxxxxx Mae substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the written consent of the Insurer prior to entering into any such transactionPurchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 5 shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Interim Eligible Lender Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) if Xxxxxx Mae is not the Seller surviving entity, Xxxxxx Xxx shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Interim Eligible Lender Trustee and the 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 the Trust Collateral Agent, the Owner Trustee Funding and the Trustee, respectively, Interim Eligible Lender Trustee in the Receivables Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerOR RESIGNATION OF SERVICER. Any Person (a) into which the Seller Servicer may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or party, (c) which may succeed to the properties and assets of the Seller Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer under this Servicing Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Servicing Agreement; provided, however, prior to any merger or consolidation of, or assumption of the obligations of, the Servicer, each Rating Agency shall have delivered to the Servicer, the Backup Servicer, the Trustee and each Certificateholder a statement that such transaction shall not have an adverse effect on the ratings assigned to the Rated Certificates; further provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination EventEvent of Servicing Default (as defined in paragraph VI.), and no event which, after notice or lapse of time, or both, would become a Servicer Termination an Event of Servicing Default shall have happened and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the 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 paragraph XXIII. and that all conditions precedent, if any, precedent provided for in this Servicing Agreement relating to such transaction have been complied with, and (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and the Financed Vehicles, 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 interest. Notwithstanding anything herein Without receipt by the Trustee of written notice from the Servicer of such merger, consolidation or succession at least thirty days prior to such action by the Servicer and approval by each Rating Agency and the Majority Certificateholders, which approval shall not be unreasonably withheld, such merger, consolidation or succession shall constitute an Event of Servicing Default with respect 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) aboveServicer.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, of Seller. Any Person (a) into which the Seller may be merged or --------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or party, (c) which may succeed to the properties and assets of the Seller substantially as a whole, whole or (d) to which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation student lending business of the Seller under this Agreementshall otherwise be transferred substantially as a whole, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that -------- ------- the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving entity, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 4.01 shall have been breached and no Servicer Termination EventDefault, Event of Default or Administrator Default and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Default, Event of Default or Administrative Default shall have happened occurred and be continuing, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, succession or succession transfer and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction or, in the case of a transfer pursuant to clause (d) to a Person that is a Non-Code Entity, notice of such transfer and assumption shall have been delivered to each Rating Agency, (iv) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (v) unless the Seller is the surviving entity, the surviving entity shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Financed Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER. Any Person ANY PERSON (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination EventDefault or an Insurance Agreement Event of Default, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Default or Insurance Agreement Event of Default shall have happened occurred and be continuing, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Rating Agencies and the 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral AgentTransferor, the Depositor, the Issuer, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, SellerServicer. Any Person (a) into which the Seller Servicer may be merged ------------------------ or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party party, or (c) which may succeed to substantially all of the properties and assets of the Seller substantially as a wholeServicer, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination EventEvent of Default, and no event which, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer 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, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel stating that, in the opinion Opinion of such counselCounsel, 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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, Sellerof the Master Servicer. Any Person (a) corporation into which the Seller Master Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. The Maxxxx Xexxxcer xxx xxxign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably xxxxxfactory xx xxx Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Insurer prior Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner TrusteeBond Insurer, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Class 1-A-1 Bonds, Class 1-A-2 Bonds and Class 2-A Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, provided that Seller hereby covenants that it shall not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving entity, if other than ACE Securities Corp., executes an agreement of assumption to perform every obligation of Seller shall have received the written consent of the Insurer prior to entering into any such transactionunder this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been 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 continuingbreached, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller shall have a consolidated net worth at least equal to that of the predecessor Seller, (v) such transaction will not result in a material adverse federal or state tax consequence to Issuer, the Noteholders or the Certificateholders and (vi) unless ACE Securities Corp. is the surviving entity, Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER OR NBD. Any Person person (a) into which the Seller or NBD may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller or NBD shall be a party or (c) which may succeed to the properties and assets of the Seller or NBD substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder or NBD, respectively, without the execution or filing of any document or any further act by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received the written consent surviving Seller, if other than SMS, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 4.01 shall have been breached and no Servicer Termination EventDefault, Event of Default or Administrator Default and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Default, Event of Default or Administrative Default shall have happened occurred and be continuing, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller shall have a consolidated net worth at least equal to that of the predecessor Seller, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer or the Noteholders and (vi) unless SMS is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Financed Student Loans 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 interest. Notwithstanding anything herein to interests; PROVIDED, FURTHER, that NBD hereby covenants that, unless NBD is the contrarysurviving entity, the execution it will not consummate any of the foregoing agreement transactions unless NBD shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of assumption Counsel either (A) stating that, in the opinion of such counsel, all financing statements and compliance with clauses continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Financed Student Loans and reciting the details of such filings, or (i)B) stating that, (ii)in the opinion of such counsel, (iii), (iv) and (v) above no such action shall be conditions necessary to the consummation of the transactions referred to in clauses (a), (b) or (c) abovepreserve and protect such interests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. OF THE OBLIGATIONS OF --------------------------------------------------------------- SELLER ------ Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreementthese Master Sale Terms; provided, -------- however, that the Seller hereby covenants that it will not consummate any of ------- the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under these Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 5 herein shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the 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 the Trust Collateral Agent, the Owner Trustee Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER OR FNBC. Any Person person (a) into which the Seller or FNBC may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller or FNBC shall be a party or (c) which may succeed to the properties and assets of the Seller or FNBC substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder or FNBC, respectively, without the execution or filing of any document or any further act by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received the written consent surviving Seller, if other than Xxxxxx Xxx Education Loan Corporation, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 4.01 shall have been breached and no Master Servicer Termination EventDefault, Event of Default or Administrator Default and no event whichthat, after notice or lapse of time, or both, would become a Master Servicer Termination Default, Event of Default or Administrator Default shall have happened occurred and be continuing, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller shall have a consolidated net worth at least equal to that of the predecessor Seller, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Xxxxxx Mae Education Loan Corporation is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Trust Loans 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 interest. Notwithstanding anything herein to interests; and PROVIDED, FURTHER, that FNBC hereby covenants that, unless FNBC is the contrarysurviving entity, the execution it will not consummate any of the foregoing agreement transactions unless FNBC shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of assumption Counsel either (A) stating that, in the opinion of such counsel, all financing statements and compliance with clauses continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Trust Loans and reciting the details of such filings, or (i)B) stating that, (ii)in the opinion of such counsel, (iii), (iv) and (v) above no such action shall be conditions necessary to the consummation of the transactions referred to in clauses (a), (b) or (c) abovepreserve and protect such interests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, Seller. OR RESIGNATION OF SERVICER Any Person (a) into which the Seller Servicer may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or party, (c) which may succeed to the properties and assets of the Seller Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer under this Servicing Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Servicing Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination EventEvent of Servicing Default (as defined in paragraph VI.), and no event which, after notice or lapse of time, or both, would become a Servicer Termination an Event of Servicing Default shall have happened and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the 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 paragraph XXIII. and that all conditions precedent, if any, precedent provided for in this Servicing Agreement relating to such transaction have been complied with, and (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and the Financed Vehicles, 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 interest. Notwithstanding anything herein Without receipt by the Trustee of written notice from the Servicer of such merger, consolidation or succession at least thirty days prior to such action by the Servicer and approval by the Majority Certificateholders of each Trust, which approval shall not be unreasonably withheld, such merger, consolidation or succession shall constitute an Event of Servicing Default with respect 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) aboveServicer.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, Sellerof the Company. Any Person (a) into which the Seller Company may be merged -------------------------- or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Company shall be a party or (c) which may succeed to substantially all of the properties and assets of the Seller substantially as a wholeCompany, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Company under this Agreement, shall be the successor to the Seller Company hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Company shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Company shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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, Seller. Any Person (a) into which the Seller may be merged or ---------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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 ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerTHE SERVICER OR TRANSFEROR. Any Person (a) corporation into which the Seller Servicer or Transferor may be merged or consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Servicer or Transferor shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a wholeServicer or Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementServicer or Transferor hereunder, shall be the successor to of the Seller hereunder Servicer or Transferor hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor servicer shall satisfy the requirements of this Section 7.02 with respect to the qualifications of a successor servicer, and shall be approved by the Certificate Insurer. Notwithstanding anything to the contrary contained in this Section or in Section 7.04, the Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, that (i) the Seller purchaser or transferee accepting such assignment or delegation shall have received be a Person reasonably satisfactory to the written consent of the Insurer prior Trustee and which shall be qualified to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Eventservice home equity loans, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened execute and be continuing, (iii) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Certificate Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel stating thatagreement, in the opinion of such counsel, either (A) all financing statements form and continuation statements and amendments thereto have been executed and filed that are necessary fully substance reasonably satisfactory to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectivelywhich contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement from and after the date of such agreement; and (ii) each Rating Agency's rating of the Certificates, without taking into account the Certificate Insurance Policy, in the Receivables and reciting the details effect immediately prior to such assignment, sale or transfer will not be qualified, downgraded or withdrawn as a result of such filings assignment, sale or (B) no transfer, as evidenced by a letter to such action shall be necessary to preserve effect from each Rating Agency; and protect such interest. Notwithstanding anything herein to provided further, that the contrary, the execution of the foregoing agreement of assumption and compliance with requirements in clauses (i), (ii), (iii), (iv) and (vii) above of this sentence shall be not apply to any delegation by the Servicer of its duties and obligations hereunder to the Transferor or any affiliate of the Transferor, Total System Services, Inc., M&I Data Services or Altell Communications, Inc. or to any delegation of its duties and obligations hereunder that are not material. In the case of any such assignment and delegation, the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to the consummation of the transactions referred to such assignment and delegation set forth in clauses (a), i) and (bii) or (c) aboveof the preceding sentence.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerDFS. Any Person (a) into which the Seller DFS may be merged or consolidated, ---------- (b) which ------- may result from any merger or consolidation to which the Seller DFS shall be a party or (c) which may succeed to the properties and assets of the Seller DFS substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller DFS under this Agreement, shall be the successor to the Seller DFS hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to by DFS in Section 3.1 3.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time(unless the applicable breach shall have been cured in all material respects, or both, would become a Servicer Termination Event the applicable Receivable shall have happened and be continuingbeen purchased in accordance herewith), (iiiii) the Seller DFS shall have delivered to Ganis, the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller DFS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the DFS 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), and (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, SellerDepositor. Any Person (a) into which the Seller Depositor may be ------------------------- merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Depositor shall be a party or (c) which may succeed to the properties and assets of the Seller Depositor substantially as a whole, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, shall be the successor to the Seller Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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, Seller. Any Person (a) into which the Seller may be merged or ---------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases (x) has a certificate of incorporation containing provisions relating to limitations on business and other matters substantially identical to those contained in the Seller's certificate of incorporation and (y) executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent -------- ------- of the Insurer Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Controlling Party 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Controlling Party an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding , and (vi) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing; provided, further, -------- ------- notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv), (v) and (vvi) 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 ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, Seller. SELLER Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 this Sale Agreement shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' ’ Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the “Certificates”) (the “Certificateholders” and together with the Noteholders, the “Securityholders”) and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, Purchaser in the Receivables Transferred Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerOF THE OBLIGATIONS OF THE HELOC BACK-UP SERVICER. Any Person (a) corporation into which the Seller HELOC Back-Up Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller HELOC Back-Up Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementHELOC Back-Up Servicer, shall be the successor to of the Seller hereunder HELOC Back-Up Servicer hereunder, without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement; providedhereto, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrarycontrary notwithstanding; PROVIDED, HOWEVER, that the execution successor or surviving Person to the HELOC Back-Up Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx XXXOC Bxxx-Xx Servicer may assign its rights and delegate its duties and obligations under this Agreement; PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the foregoing agreement of assumption Mortgage Loans) and compliance with clauses the Company (iin its sole discretion), (ii), (iii), (iv) is willing to service the HELOC Mortgage Loans and (v) above shall be conditions executes and delivers to the consummation Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Company, which contains an assumption by such Person of the transactions referred due and punctual performance and observance of each covenant and condition to be performed or observed by the HELOC Back-Up Servicer under this Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the applicable Class IX-A Notes in clauses effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (a), (bas evidenced by a letter to such effect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ ofof the Servicer. AmeriCredit shall not merge or consolidate with --------------------------- any other person, Sellerconvey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Agent in the Agent's sole discretion. Any Person corporation (ai) into which the Seller AmeriCredit may be merged or consolidated, ---------- (bii) which may result resulting from any merger or consolidation to which the Seller AmeriCredit shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeAmeriCredit, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller AmeriCredit under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Seller hereunder AmeriCredit under this Agreement without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Collateral Agent and the Secured Parties. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit's business, unless (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 2.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Servicer Termination Event, and no event which, after notice Event or lapse of time, or both, would become a Servicer Potential Termination Event shall have happened occurred and be continuing, (iiiy) the Seller AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent and the Insurer Agent 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (vz) the Seller AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee Agent and the Insurer Agent an Opinion of Counsel Counsel, 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such the filings or (B) no such action shall be necessary to preserve and protect such interest. 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, SellerDepositor. Any Person (a) into which the Seller Depositor may be ------------------------- merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Depositor shall be a party or (c) which may succeed to the properties and assets of the Seller Depositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, shall be the successor to the Seller Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 shall have been breached and no Servicer Termination EventEvent of Default, and no event which, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened and be continuing, (iiiii) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition Requirement shall have been satisfied with respect to such transaction and (viv) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counselCounsel, 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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, SellerServicer. Any Person (a) into which the Seller Servicer may be ------------------------ merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or party, (c) which may succeed to the properties and assets of the Seller Servicer substantially as a wholewhole or (d) with respect to the Servicer's obligations hereunder, which Person in any is a corporation 50% or more of the foregoing cases executes voting stock of which is owned, directly or indirectly, by ___________ which Person executed an agreement of assumption to perform every obligation of the Seller under this Agreement, Servicer hereunder shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Event of Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer 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, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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 ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER OR ADMINISTRATOR. Any Person (a) into which the Seller or the Administrator, as the case may be, may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller or the Administrator, as the case may be, shall be a party or (c) which may succeed to the properties and assets of the Seller or the Administrator, as the case may be, substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder or the Administrator, as the case may be, without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; providedPROVIDED, howeverHOWEVER, that each of the Seller and the Administrator hereby covenant that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller shall have received or Administrator, as the written consent case may be, if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement or the Administrator under this Agreement and the Administration Agreement, as the case may be, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 6.01 shall have been breached and no Servicer Termination EventAdministrator Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event an Administrator Default shall have happened occurred and be continuing, (iii) the surviving Seller or Administrator, as the case may be, if other than Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller or Administrator, as the case may be, shall have a consolidated net worth at least equal to that of the predecessor Seller or Administrator, as the case may be, (v) unless Key Bank USA, National Association(or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of Notes or the holders of Certificates and (vi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Seller or the Administrator, as the case may be, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Financed Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, SellerServicer. Any Person (a) into which the Seller Servicer may be ------------------------ merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or party, (c) which may succeed to the properties and assets of the Seller Servicer substantially as a wholewhole or (d) with respect to the Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by ________________________, which Person in any of the foregoing cases executes executed an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction transaction, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (v) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestinterests. 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 clause (a), (b) or (c) above.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerServicer. Any Person (a) into which the Seller Servicer may be merged or ------------ consolidated, ---------- (b) which may result resulting from any merger or consolidation to which the Seller shall be Servicer is a party party, or (c) which may succeed succeeding to the properties and assets of the Seller Servicer substantially as a whole, which Person (in any each of the foregoing cases executes contemplated by clauses (a)-(c)) executed an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee 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, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. Any Person (a) into which the Seller may be merged or consolidated, ---------- ----------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, SellerTransferor. Any Person (a) into which the Seller Transferor may be -------------------------- merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Transferor shall be a party or (c) which may succeed to the properties and assets of the Seller Transferor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Transferor under this Agreement, shall be the successor to the Seller Transferor hereunder without the execution or filing of any other document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller Transferor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee an Officers' Certificate (as defined in the Indenture) and an Opinion of Counsel (as defined in the Indenture) each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section ------- 2.19 and that all conditions precedent, if any, precedent provided for in this Agreement relating ---- to such transaction have been complied with, (ivii) written confirmation from the Note Rating Agency (as defined in the Indenture) that such transaction will not result in any Note Rating Agency reducing or withdrawing its then existing rating of the Notes and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Transferor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions necessary to perfect the interests of the Owner Trustee and the Indenture Trustee have been taken, including that all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables Collateral Certificate 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 interestinterests. Notwithstanding anything herein Following the effectiveness of the succession provided for in this Section 2.18, the predecessor Transferor shall ------------ be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the contrary, the execution effectiveness 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) abovesuch succession.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, Seller. Any Person (a) into which the Seller may be merged or ---------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, Seller. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases (x) has a certificate of incorporation containing provisions relating to limitations on business and other matters substantially identical to those contained in the Seller's certificate of incorporation and (y) executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, -------- however, that (i) the Seller shall have received the written consent of the Insurer ------- Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Controlling Party 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Controlling Party an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding , and (vi) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing; provided, further, -------- ------- notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv), (v) and (vvi) 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, Sellerof -------------------------------------------------------------- the Master Servicer . Any Person (a) corporation into which the Seller Master Servicer may be ------------------------ merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Xxxter Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is xxxxonably satixxxxxxxy to the Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Insurer prior Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner TrusteeBond Insurer, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class 3-A-IO, Class 3-M-1, Class 3-M-2, Class 1-B-1 and Class 3-B-1 Bonds in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerOF THE OBLIGATIONS OF THE HELOC BACK-UP SERVICER. Any Person (a) corporation into which the Seller HELOC Back-Up Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller HELOC Back-Up Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementHELOC Back-Up Servicer, shall be the successor to of the Seller hereunder HELOC Back-Up Servicer hereunder, without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement; providedhereto, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrarycontrary notwithstanding; PROVIDED, HOWEVER, that the execution successor or surviving Person to the HELOC Back-Up Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xhe HXXXX Xxck-Up Servicer may assign its rights and delegate its duties and obligations under this Agreement; PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, ix xxxxonably sxxxxxxxtory to the Indenture Trustee (as pledgee of the foregoing agreement of assumption Mortgage Loans) and compliance with clauses the Company (iin its sole discretion), (ii), (iii), (iv) is willing to service the HELOC Mortgage Loans and (v) above shall be conditions executes and delivers to the consummation Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Company, which contains an assumption by such Person of the transactions referred due and punctual performance and observance of each covenant and condition to be performed or observed by the HELOC Back-Up Servicer under this Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the applicable Class VI-A Notes in clauses effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (a), (bas evidenced by a letter to such effect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, SellerDepositor. The Depositor shall not merge or consolidate with ------------------------- any other Person or permit any other Person to become the successor to the Depositor's business without the prior written consent of the Note Insurer. Any such successor Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes execute an agreement of assumption to perform of every obligation of the Seller Depositor under this AgreementAgreement and the other Basic Documents and, whether or not such assumption agreement is executed, shall be the successor to the Seller hereunder Depositor 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 this Agreement; provided. The Depositor shall provide prompt notice of any merger, howeverconsolidation or succession pursuant to this Section 6.04 to the Owner Trustee, that the Indenture Trustee, the Note Insurer, the Servicer, the Securityholders and the Rating Agencies. Notwithstanding the foregoing, the Depositor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Depositor's business unless (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and no Servicer Termination Event, and no event which, after notice or lapse warranties shall speak as of time, or both, would become a Servicer Termination Event shall have happened and be continuingthe date of the consummation of such transaction), (iiiy) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee Servicer and the Note 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 6.04 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, with and (ivz) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Collateral Agent, the Trustee Servicer and the Note Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be is necessary to preserve and protect such interest. 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, SellerDepositor. Any Person (a) into which the Seller Depositor may be merged or ------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Depositor shall be a party or (c) which may succeed to the properties and assets of the Seller Depositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, shall be the successor to the Seller Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made by the Depositor pursuant to Section 3.1 3.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time(unless the applicable breach shall have been cured, or both, would become a Servicer Termination Event the applicable Receivable shall have happened and be continuingbeen purchased in accordance therewith), (iiiii) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Depositor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) 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, Sellerof the Master Servicer. Any Person (a) corporation into which the Seller Master Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. The Master Servicer may assign its xxxxxx xxx delxxxxx xts duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasonably satisfactory to the Indenturx Xxxxtee (i) the Seller shall have received the written consent as xxxxxxx of the Insurer prior Mortgage Loans) and the Company (in its sole discretion), is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, in further, that each Rating Agency's rating of the opinion Class 2-A Bond without regard to the Bond Insurance Policy, the Grantor Trust Certificates or the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Bonds ix xxxxxx xxxxxiately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller---------------------------------------------------------------- the Servicer. ------------ Any Person (a) corporation into which the Seller Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a wholeServicer, which Person in any shall be, with the consent of the foregoing cases executes an agreement of assumption to perform every obligation Bond Insurer, the successor of the Seller under this AgreementServicer, shall be the successor to the Seller hereunder hereunder, 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 the contrary notwithstanding. The Servicer may fully assign all of its rights and delegate its duties and obligations under this Servicing Agreement; provided, howeverthat the Person accepting such assignment or delegation shall be a Person which is reasonably satisfactory to the Bond Administrator, that the Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Mortgage Loans) and the Bond Insurer prior (in its sole discretion), is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner TrusteeBond Insurer, the Trust Collateral AgentBond Administrator, the Indenture Trustee and the Insurer Issuer an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner TrusteeBond Insurer, the Trust Collateral AgentBond Administrator, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Issuer, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Bonds in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (Aas evidenced by a letter to such effect from each Rating Agency) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect without taking into account the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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) aboveBond Insurance Policy.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, SellerServicer. Any Person (a) into which the Seller Servicer may be merged ------------------------ or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or (c) which may succeed to substantially all of the properties and assets of the Seller substantially as a wholeServicer, which Person in any of the foregoing cases executes executed an agreement of assumption to perform every obligation of the Seller under this AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (viv) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (viv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Sellerof the Master Servicer. Any Person (a) corporation into which the Seller Master Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Txx Xxxtxx Servxxxx xxy assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasoxxxxx satisfacxxxx xx the Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Insurer prior Mortgage Loans) and the Company (in its sole discretion), is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2 Bonds or the Grantor Trust Certificates in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerServicer. Any Person (a) into which the Seller Servicer may be merged or ------------ consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Servicer shall be a party or (c) which may succeed to the properties and assets of the Seller Servicer 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 AgreementServicer hereunder, shall be the successor to the Seller hereunder Servicer 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 this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, Default and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (iiiii) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, Issuer and the Trustee and the Insurer 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, precedent provided for in this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, Issuer and the Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, either counsel (A) such consolidation, merger or succession and such agreement of assumption comply with this Section and that all financing statements conditions precedent provided for in this Agreement relating to such transaction have been complied with and continuation statements (B) either (1) all filings to be made by the Servicer, including filings with the NHPUC pursuant to the Statute and amendments thereto filings under the applicable Uniform Commercial Code, have been executed and filed that are necessary fully to preserve and protect fully the interest interests of the Trust Collateral Agent, the Owner Trustee Issuer and the Trustee, respectively, Trustee in the Receivables RRB Property and reciting the details of such filings or (B2) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption interests and compliance with clauses (i), (ii), (iii), (iv) the Rating Agencies shall have received prior written notice of such transaction. When any Person acquires the properties and (v) above shall be conditions assets of the Servicer substantially as a whole and becomes the successor to the consummation Servicer in accordance with the terms of this Section 6.04, then upon satisfaction of all of the transactions referred to in clauses (a)other conditions of this Section 6.04, (b) or (c) abovethe Servicer shall automatically and without further notice be released from all its obligations hereunder.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER OR ADMINISTRATOR. Any Person (a) into which the Seller or the Administrator, as the case may be, may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller or the Administrator, as the case may be, shall be a party or (c) which may succeed to the properties and assets of the Seller or the Administrator, as the case may be, substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder or the Administrator, as the case may be, without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; providedPROVIDED, howeverHOWEVER, that each of the Seller and the Administrator hereby covenant that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller shall have received or Administrator, as the written consent case may be, if other than Mellon Bank, N.A. (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement or the Administrator under this Agreement and the Administration Agreement, as the case may be, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 6.01 shall have been breached and no Servicer Termination EventAdministrator Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event an Administrator Default shall have happened occurred and be continuing, (iii) the surviving Seller or Administrator, as the case may be, if other than Mellon Bank, N.A. (or affiliate thereof), shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller or Administrator, as the case may be, shall have a consolidated net worth at least equal to that of the predecessor Seller or Administrator, as the case may be, (v) unless Mellon Bank, N.A. (or affiliate thereof) is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of Notes or the holders of Certificates and (vi) unless Mellon Bank, N.A. (or affiliate thereof) is the surviving entity, the Seller or the Administrator, as the case may be, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Financed Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' a Certificate signed by or on behalf of the Seller and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, Sellerof the Master Servicer. Any Person (a) corporation into which the Seller Master Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Insurer prior Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner TrusteeBond Insurer, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Class 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 1-B-1 Bonds in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SELLER Section 10.01. Merger or Consolidation of, or Assumption of the Obligations ------------------------------------------------------------ of, of Seller. Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under these Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 5 herein shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the 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 the Trust Collateral Agent, the Owner Trustee Purchaser and the Trustee, respectively, in the Receivables Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, of the Receivables Seller. Any Person (a) into which the Receivables Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Receivables Seller shall be a party or (c) which may succeed to the properties and assets of the Receivables Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Receivables Seller under this Agreement, shall be the successor to the Receivables Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if the Seller shall have received the written consent debt rating of the Insurer surviving entity by Standard & Poor's or Moody's would be lower after giving effect to such transaction than prior to entering into any giving effect to the transaction, such transactiontransaction shall constitute a Servicer Termination Event, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 Receivables Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Majority Noteholder 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 this Agreement relating to such transaction have been complied with, with and (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Receivables Seller shall have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Backup Servicer, the Collateral Agent, the Trustee Master Servicer and the Insurer Majority Noteholder an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Indenture Trustee and the Owner Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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, Seller. Any Person (a) into which the Seller may be merged or ---------------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, -------- however, that the Seller hereby covenants that it will not consummate any of the ------- foregoing transactions except upon satisfaction of the following: (i) the surviving Seller shall have received the written consent if other than Credit Suisse First Boston Mortgage Securities Corp., executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 2.4 or 5.1 shall have been 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 continuingbreached, (iii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller shall have a consolidated net worth at least equal to that of the predecessor Seller, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Credit Suisse First Boston Mortgage Securities Corp., is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables Home Equity Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ ofOF THE OBLIGATIONS OF, SellerSELLER OR ADMINISTRATOR. Any Person (a) into which the Seller or the Administrator, as the case may be, may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller or the Administrator, as the case may be, shall be a party or (c) which may succeed to the properties and assets of the Seller or the Administrator, as the case may be, substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder or the Administrator, as the case may be, without the execution or filing of any document or any further act by any of the parties to this Agreement or to the Administration Agreement; providedPROVIDED, howeverHOWEVER, that each of the Seller and the Administrator hereby covenant that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller shall have received or Administrator, as the written consent case may be, if other than Key Bank USA, National Association (or affiliate thereof), executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under this Agreement or the Administrator under this Agreement and the Administration Agreement, as the case may be, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 3.01 or 6.01 shall have been breached and no Servicer Termination EventAdministrator Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event an Administrator Default shall have happened occurred and be continuing, (iii) the surviving Seller or Administrator, as the case may be, if other than Key Bank USA, National Association (or affiliate thereof), shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) the surviving Seller or Administrator, as the case may be, shall have a consolidated net worth at least equal to that of the predecessor Seller or Administrator, as the case may be, (v) such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the holders of Notes or the holders of Certificates and (vi) unless Key Bank USA, National Association (or affiliate thereof) is the surviving entity, the Seller or the Administrator, as the case may be, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables Financed Student Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Sellerof the Master Servicer. Any Person (a) corporation into which the Seller Master Servicer may be merged or converted or with which it may be consolidated, ---------- (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which the Seller Master Servicer shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this AgreementMaster Servicer, shall be the successor to of the Seller hereunder Master Servicer, hereunder, 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 this Agreementthe contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Txx Xxxtxx Servxxxx xxy assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasoxxxxx satisfacxxxx xx the Indenture Trustee (i) the Seller shall have received the written consent as pledgee of the Insurer prior Mortgage Loans) and the Company (in its sole discretion), is willing to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached service the Mortgage Loans and no Servicer Termination Event, executes 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 Seller shall have delivered delivers to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee and the Insurer Company an Officers' Certificate agreement, in form and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered substance reasonably satisfactory to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Indenture Trustee and the Insurer Company, which contains an Opinion assumption by such Person of Counsel stating thatthe due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the Class 1-A-2 Bond without regard to the Bond Insurance Policy or the Class 1-A-1, Class 2-A Bonds and Class M-1, Class M-2, Class M- 3, Class M-0, Xxxxx X-0 and Class M-6 Certificates in the opinion effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such counsel, either assignment and delegation (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully as evidenced by a letter to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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), (beffect from each Rating Agency) or (c) aboveconsidered to be below investment grade.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, Seller. OF THE OBLIGATIONS OF --------------------------------------------------------------- SELLER ------ Any Person (a) into which the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreementthese Master Sale Terms; provided, -------- however, that the Seller hereby covenants that it will not consummate any of the ------- foregoing transactions except upon satisfaction of the following: (i) the Seller shall have received surviving Person, if other than the written consent Seller, executes an agreement of assumption to perform every obligation of the Insurer prior to entering into any such transactionSeller under these Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 5 herein shall have been 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 continuingbreached, (iii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Eligible Lender Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iv) and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Eligible Lender Trustee and the 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 the Trust Collateral Agent, the Owner Trustee Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans 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 interest. 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) aboveinterests.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of, SellerTransferor. Any Person (a) into which the Seller Transferor may be merged or -------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Seller Transferor shall be a party or (c) which may succeed to the properties and assets of the Seller Transferor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Transferor under this Agreement, shall be the successor to the Seller Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to by the Transferor in Section 3.1 3.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time(unless the applicable breach shall have been cured in all material respects, or both, would become a Servicer Termination Event the applicable Receivable shall have happened and be continuingbeen purchased in accordance herewith), (iiiii) the Seller Transferor shall have delivered to the Owner TrusteeDepositor, the Trust Collateral Agent, the Owner Trustee and the Insurer Indenture Trustee 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 this Agreement relating to such transaction have been complied with, (iviii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller Transferor shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer Indenture Trustee 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 the Trust Collateral Agent, the Owner Trustee and the Indenture Trustee, respectively, in the 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 interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), and (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, Sellerof the Sellers. Any Person (a) into which the either Seller may be merged or -------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the either Seller shall be a party or (c) which may succeed to the properties and assets of the either Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that (i) if the related Seller shall not be the surviving entity 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, the related Seller shall have received the written consent of the Insurer Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been 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 related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Trustee, the Agents and the Insurer 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 this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral AgentTrustee, the Trustee Agents and the Insurer Administrative Agent an Opinion of Counsel 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 the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. 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.