Common use of Obligations of the Seller Clause in Contracts

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.

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.

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.

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.

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.

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.