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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Blue Ridge Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Blue Ridge Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Blue Ridge Funding substantially as a whole, shall be the successor to SLM ECFC Blue Ridge Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Blue Ridge Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBlue Ridge Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Blue Ridge Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBlue Ridge Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Blue Ridge Funding is not the surviving entity, SLM ECFC Blue Ridge Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Navient CFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Navient CFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Navient CFC substantially as a whole, shall be the successor to SLM ECFC Navient CFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Navient CFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCNavient CFC, executes an agreement of assumption to perform every obligation of SLM ECFC Navient CFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNavient CFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Navient CFC is not the surviving entity, SLM ECFC Navient CFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master TermsTerms Sale Agreement, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC National Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC National Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC National Funding substantially as a whole, shall be the successor to SLM ECFC National Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC National Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCNational Funding, executes an agreement of assumption to perform every obligation of SLM ECFC National Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNational Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC National Funding is not the surviving entity, SLM ECFC National Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate, and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (BLUEMONT FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (TOWN CENTER FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (TOWN HALL FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Sale Agreement

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC [SPE Seller] may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC [SPE Seller] shall be a party or (c) which may succeed to the properties and assets of SLM ECFC [SPE Seller] substantially as a whole, shall be the successor to SLM ECFC [SPE Seller] without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC [SPE Seller] hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC[SPE Seller], executes an agreement of assumption to perform every obligation of SLM ECFC [SPE Seller] and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC[SPE Seller], shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC [SPE Seller] is not the surviving entity, SLM ECFC [SPE Seller] shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Notice Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate, and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Red Wolf Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Red Wolf Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Red Wolf Funding substantially as a whole, shall be the successor to SLM ECFC Red Wolf Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Red Wolf Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCRed Wolf Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Red Wolf Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCRed Wolf Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Red Wolf Funding is not the surviving entity, SLM ECFC Red Wolf Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master TermsTerms Sale Agreement, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Notice Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such Purchase Agreement – Master (VG FUNDING) consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Town Hall Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and transaction (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or; (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Town Center Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 (A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Hall Funding substantially as a whole, shall be the successor to SLM ECFC Town Hall Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Hall Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Hall Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Hall Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Hall Funding is not the surviving entity, SLM ECFC Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (TOWN HALL FUNDING) 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVL Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such VL Funding Purchase Agreement 22 consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) substantially as a whole, shall be the successor to SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) without the execution or filing of any document or any further act by any of the parties to these this Master TermsLoan Sale Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller or the Eligible Lender Trustee (if applicable), executes shall, promptly following such merger or consolidation, execute and deliver to the Department an agreement of assumption to perform every obligation of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) under these this Master Terms, each Purchase Loan Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 6 shall have been breached; and (iii) the surviving Personperson, if other than SLM ECFCthe Seller, shall have delivered shall, promptly following such merger or consolidation, deliver to the Interim Eligible Lender Trustee Department an Officers’ Certificate in the form of Exhibit C and an Opinion of Counsel in the form of Exhibit D each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Loan Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC [SPE Seller] may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC [SPE Seller] shall be a party or (c) which may succeed to the properties and assets of SLM ECFC [SPE Seller] substantially as a whole, shall be the successor to SLM ECFC [SPE Seller] without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC [SPE Seller] hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC[SPE Seller], executes an agreement of assumption to perform every obligation of SLM ECFC [SPE Seller] and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFC[SPE Seller], shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC [SPE Seller] is not the surviving entity, SLM ECFC [SPE Seller] shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Navient CFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Navient CFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Navient CFC substantially as a whole, shall be the successor to SLM ECFC Navient CFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Navient CFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCNavient CFC, executes an agreement of assumption to perform every obligation of SLM ECFC Navient CFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCNavient CFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Navient CFC is not the surviving entity, SLM ECFC Navient CFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement — Master (BLUEMONT FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it Sale Agreement – No. 1 will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Purchaser and the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Purchaser and the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master Terms, each Terms Purchase Agreement and each Xxxx of SaleAgreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to SLC Receivables or the Noteholders or the holder of the Trust Certificate and (v) if SLC is not the surviving entity, SLC shall have delivered to the Interim Eligible Lender Trustee SLC Receivables an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, SLC Receivables in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to Purchase Agreement — Master (VG FUNDING) preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLC substantially as a whole, shall be the successor to SLM ECFC SLC without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Purchase Agreement; provided, however, that SLM ECFC SLC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLC, executes an agreement of assumption to perform every obligation of SLM ECFC SLC under these this Master TermsTerms Purchase Agreement, each Purchase Agreement and each Xxxx Bill of Sale; (ii) immediately after giving effect to such transactiontransactixx, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLC is not the surviving entity, SLM ECFC SLC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding SLC Receivables and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement — Master (SLM ECFC)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement - Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (BLUEMONT FUNDING) 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Blue Ridge Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Blue Ridge Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Blue Ridge Funding substantially as a whole, shall be the successor to SLM ECFC Blue Ridge Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Blue Ridge Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBlue Ridge Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Blue Ridge Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBlue Ridge Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Blue Ridge Funding is not the surviving entity, SLM ECFC Blue Ridge Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement – Master (TOWN CENTER FUNDING) 23

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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Bluemont Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Bluemont Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Bluemont Funding substantially as a whole, shall be the successor to SLM ECFC Bluemont Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Bluemont Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCBluemont Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Bluemont Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCBluemont Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Bluemont Funding is not the surviving entity, SLM ECFC Bluemont Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Bluemont Funding Purchase Agreement 23

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and transaction (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or; (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to Purchase Agreement – Master (VG FUNDING) such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.either

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC ELC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC ELC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC ELC substantially as a whole, shall be the successor to SLM ECFC ELC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC ELC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCELC, executes an agreement of assumption to perform every obligation of SLM ECFC ELC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCELC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC ELC is not the surviving entity, SLM ECFC ELC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC Town Center Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC Town Center Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC Town Center Funding substantially as a whole, shall be the successor to SLM ECFC Town Center Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC Town Center Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCTown Center Funding, executes an agreement of assumption to perform every obligation of SLM ECFC Town Center Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCTown Center Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC Town Center Funding is not the surviving entity, SLM ECFC Town Center Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.. Purchase Agreement — Master (TOWN CENTER FUNDING)

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC SLMA may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC SLMA shall be a party or (c) which may succeed to the properties and assets of SLM ECFC SLMA substantially as a whole, shall be the successor to SLM ECFC SLMA without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC SLMA hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCSLMA, executes an agreement of assumption to perform every obligation of SLM ECFC SLMA under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCSLMA, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC SLMA is not the surviving entity, SLM ECFC SLMA shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section Purchase Agreement – Master (VG FUNDING) 22 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VL Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VL Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VL Funding substantially as a whole, shall be the successor to SLM ECFC VL Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VL Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVL Funding, executes an agreement of VL Funding Purchase Agreement 22 assumption to perform every obligation of SLM ECFC VL Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 5(A) shall have been breached; (iii) the surviving Person, if other than SLM ECFCVL Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VL Funding is not the surviving entity, SLM ECFC VL Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section Purchase Agreement - Master (VG FUNDING) and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the Purchase Agreement - Master (VG FUNDING) following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been Purchase Agreement – Master (VG FUNDING) 22 satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these this Master TermsTerms Sale Agreement; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these this Master Terms, each Purchase Agreement and each Xxxx of SaleTerms Sale Agreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee Purchaser an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee Purchaser an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, Purchaser in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section Purchase Agreement – Master (VG FUNDING) and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Purchaser and the Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the holder of the Trust Certificate and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Purchaser and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) substantially as a whole, shall be the successor to SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) without the execution or filing of any document or any further act by any of the parties to these this Master TermsLoan Sale Agreement; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller or the Eligible Lender Trustee (if applicable), executes shall, promptly following such merger or consolidation, execute and deliver to the Department an agreement of assumption to perform every obligation of SLM ECFC the Seller or the Eligible Lender Trustee (if applicable) under these this Master Terms, each Purchase Loan Sale Agreement and each Xxxx Bill of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 6 shall have been breached; and (iii) the surviving Personperson, if other than SLM ECFCthe Seller, shall have delivered shall, promptly following such merger or consolidation, deliver to the Interim Eligible Lender Trustee Department an Officers’ Certificate in the form of Exhibit C and an Opinion of Counsel in the form of Exhibit D each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these this Master Terms Loan Sale Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ECFC the Seller substantially as a whole, shall be the successor to SLM ECFC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Sale Terms; provided, however, that SLM ECFC the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCthe Seller, executes an agreement of assumption to perform every obligation of SLM ECFC the Seller under these Master Sale Terms, each Purchase Sale Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty Sale Agreement made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than SLM ECFCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC the Seller is not the surviving entity, SLM ECFC such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) into which SLM ECFC VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC VG Funding shall be a party or (c) which may succeed to the properties and assets of SLM ECFC VG Funding substantially as a whole, shall be the successor to SLM ECFC VG Funding without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC VG Funding hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFCVG Funding, executes an agreement of assumption to perform every obligation of SLM ECFC VG Funding and the Servicer under these Master Terms, each Purchase Agreement and each Xxxx Bxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFCVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC VG Funding is not the surviving entity, SLM ECFC VG Funding shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation Purchase Agreement — (VG Funding) statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.