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

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

Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SLM ELC OF, SELLER. Any Person (ai) into which SLM ELC may the Seller shall be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which SLM ELC the Seller shall be a party or (ciii) which may that shall succeed by purchase and assumption to the properties and assets of SLM ELC all or substantially as a whole, shall be the successor to SLM ELC without the execution or filing of any document or any further act by any all of the parties to these Master Terms; providedbusiness of the Seller, however, that SLM ELC hereby covenants that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ELC, cases executes an agreement of assumption to perform every obligation of SLM ELC the Seller under the Purchase this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; PROVIDED, HOWEVER, that (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iiix) the surviving Person, if other than SLM ELC, Seller shall have delivered to the Interim Eligible Lender Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 4.3 and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that (y) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if SLM ELC is not the surviving entity, SLM ELC Seller shall have delivered to the Interim Eligible Lender Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect the interest of Funding the Trust and the Interim Eligible Lender Trustee Indenture Trustee, respectively, in the Loans Contracts and the other Trust Property, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestsinterest. The Seller shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 4.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SLM ELC --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which SLM ELC Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ELC Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of SLM ELC Xxxxxx Mae substantially as a whole, shall be the successor to SLM ELC Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Purchase Agreement; provided, however, that SLM ELC Xxxxxx Mae 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 ELCXxxxxx Xxx, executes an agreement of assumption to perform every obligation of SLM ELC Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than SLM ELCXxxxxx Xxx, 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 this 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 (iv) if SLM ELC Xxxxxx Mae is not the surviving entity, SLM ELC Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SLM ELC SELLER Any Person (a) into which SLM ELC the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ELC the Seller shall be a party or (c) which may succeed to the properties and assets of SLM ELC the Seller substantially as a whole, shall be the successor to SLM ELC the Seller without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Sale Agreement; provided, however, that SLM ELC 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 ELCthe Seller, executes an agreement of assumption to perform every obligation of SLM ELC the Seller under the Purchase this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 this Sale Agreement shall have been breached, (iii) the surviving Person, if other than SLM ELCthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers' ’ Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms this 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 transaction, (iv) if SLM ELC the Seller is not the surviving entity, SLM ELC 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 opinion of Counsel 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 Purchaser in the Transferred Student Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

Merger or Consolidation of, or Assumption. OF THE OBLIGATIONS OF SLM ELC --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which SLM ELC Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ELC Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of SLM ELC Xxxxxx Mae substantially as a whole, shall be the successor to SLM ELC Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to these Master Termsthis Purchase Agreement; provided, however, that SLM ELC Xxxxxx Mae 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 ELCXxxxxx Xxx, executes an agreement of assumption to perform every obligation of SLM ELC Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than SLM ELCXxxxxx Xxx, 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 this 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 (iv) if SLM ELC Xxxxxx Mae is not the surviving entity, SLM ELC Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.