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), (...
Merger or Consolidation of, or Assumption of the Obligations of, the Depositor, the Seller or the Servicer. Any corporation into which the Seller, the Depositor or the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller, the Depositor or the Servicer shall be a party, or any corporation succeeding to the business of the Seller, the Depositor or the Servicer, shall be the successor of the Seller, the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Successor Servicer shall satisfy all the requirements of Section 8.02 with respect to the qualifications of a Successor Servicer.
Merger or Consolidation of, or Assumption of the Obligations ------------------------------------------------------------ of the Servicer or Backup Servicer. ----------------------------------
Merger or Consolidation of, or Assumption of the Obligations ------------------------------------------------------------ of, the Servicer. The Servicer shall not consolidate with or merge into any ---------------- other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor. Any entity into which the Servicer or Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer or the Depositor shall be a party, or any corporation succeeding to the business of the Servicer or the Depositor, shall be the successor of the Servicer or the Depositor, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Servicer.
Merger or Consolidation of, or Assumption of the Obligations ------------------------------------------------------------ of, Seller etc. ---------------
Merger or Consolidation of, or Assumption of the Obligations ------------------------------------------------------------ of the Servicer. Any Person (a) into which the Servicer may be merged or --------------- consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Indenture Trustee an 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 7.3 and (y) all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession have been complied with. The Servicer or its successor hereunder shall provide the Indenture Trustee, the Seller and the Rating Agencies with prompt notice of any such transaction.
Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SLM ELC Any Person (a) into which SLM ELC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ELC shall be a party or (c) which may succeed to the properties and assets of SLM ELC substantially as a whole, shall be the successor to SLM ELC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ELC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ELC, executes an agreement of assumption to perform every obligation of SLM ELC under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than SLM ELC, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if SLM ELC is not the surviving entity, SLM ELC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.
Merger or Consolidation of, or Assumption of the Obligations of, Trust Depositor; Certain Limitations. Notwithstanding any other provision in this Section and any provision of law, the Trust Depositor shall not do any of the following:
Merger or Consolidation of, or Assumption of the Obligations of the Master Servicer
