Common use of CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCVL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer officers of SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, covering the applicable Loans offered by SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, including the insurance interest of SLM ECFCthe VL Funding Eligible Lender Trustee for the benefit of VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCNavient CFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC Navient CFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC Navient CFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC Navient CFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCNavient CFC, covering the applicable Loans offered by SLM ECFCNavient CFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFCNavient CFC, including the insurance interest of SLM ECFCNavient CFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC Navient CFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCVL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer officers of SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, covering the applicable Loans offered by SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFCVL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, including the insurance interest of SLM ECFCthe VL Funding Eligible Lender Trustee for the benefit of VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding shall provide a blanket endorsement transferring the entire interest of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate VL Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, VL Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the VL Funding Eligible Lender Trustee for the benefit of VL Funding and dated the date of the related Xxxx of Sale. VL Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the VL Funding Eligible Lender Trustee on behalf of VL Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCVG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, covering the applicable Loans offered by SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, including the insurance interest of SLM ECFCthe VG Funding Eligible Lender Trustee for the benefit of VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCBlue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC Blue Ridge Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer officers of SLM ECFCBlue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, covering the applicable Loans offered by SLM ECFCBlue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFCBlue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, including the insurance interest of SLM ECFCthe Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding shall provide a blanket endorsement transferring the entire interest of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Blue Ridge Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Blue Ridge Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding and dated the date of the related Xxxx of Sale. Blue Ridge Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Blue Ridge Funding Eligible Lender Trustee on behalf of Blue Ridge Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Blue Ridge Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCVG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form SLM ECFC VG Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, covering the applicable Loans offered by SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, including the insurance interest of SLM ECFCthe VG Funding Eligible Lender Trustee for the benefit of VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx related Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx related Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx related Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan. (D) Endorsement SLM ECFC shall provide a blanket endorsement transferring the entire interest of SLM ECFC in the related Eligible Loans to the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, SLM ECFC also agrees to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate SLM ECFC shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, SLM ECFC shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by SLM ECFC and dated the date of the related Xxxx of Sale. SLM ECFC agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by SLM ECFC to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of SLM ECFC any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from SLM ECFC or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCVG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, covering the applicable Loans offered by SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFCVG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, including the insurance interest of SLM ECFCthe VG Funding Eligible Lender Trustee for the benefit of VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms this Purchase Agreement is subject to the following conditions precedent being satisfied (and SLM ECFCWEF, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC WEF shall provide any assistance reasonably requested by Funding the Depositor in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Transfer Agreement, SLM ECFC WEF shall service, or cause to be serviced, all Loans subject to such Purchase Transfer Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC WEF shall deliver to Fundingthe Depositor: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, delivered by an authorized officer of SLM ECFCWEF, covering the applicable Loans offered by SLM ECFCWEF, (b) has been accepted by Funding the Depositor as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding the Depositor and its assignees all right, title and interest of SLM ECFCWEF, including the insurance interest of SLM ECFCWEF, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC WEF in Sections 5(A) and (B) of these Master Terms this Purchase Agreement are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan. (D) Endorsement WEF shall provide a blanket endorsement transferring the entire interest of WEF in the related Eligible Loans to the Interim Eligible Lender Trustee on behalf of the Depositor with the form of endorsement provided for in the Initial Transfer Agreement with respect to the Initial Loans or the Subsequent Transfer Agreement with respect to the Substituted Loans. At the direction of and in such form as the Depositor may reasonably designate, WEF also agrees to individually endorse any Eligible Loan as the Depositor may reasonably request from time to time. (E) Officer’s Certificate WEF shall furnish to the Depositor, with each Xxxx of Sale provided in connection with each purchase or substitution of Loans pursuant to this Purchase Agreement, an Officer’s Certificate with respect to the representations and warranties made by WEF pursuant to Section 5(A) and Section 5(B) hereof, with respect to the Initial Loans, dated the Closing Date and with respect to the Substituted Loans, dated the date of the related Xxxx of Sale. (F) Loan Transfer Statement Upon the Depositor’s request, WEF shall deliver to the Depositor one or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by the Depositor, executed by WEF and dated the date of the related Xxxx of Sale. WEF agrees that the Depositor and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by WEF to the Interim Eligible Lender Trustee on behalf of the Depositor of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney WEF hereby grants to the Depositor and the Interim Eligible Lender Trustee, on behalf of and for the benefit of the Depositor, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of WEF any Eligible Loan to evidence the transfer of such Eligible Loan to the Depositor and the Interim Eligible Lender Trustee for the benefit of the Depositor and to cause to be transferred physical possession of any physical Student Loan Note or control as defined in the applicable UCC of any electronic Student Loan Note from WEF or the Master Servicer to the Depositor or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Substituted Loans, such Substituted Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Contribution Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms this Purchase Agreement is subject to the following conditions precedent being satisfied (and SLM ECFCWachovia Bank, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC Wachovia Bank shall provide any assistance reasonably requested by Funding the Depositor in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Transfer Agreement, SLM ECFC Wachovia Bank shall service, or cause to be serviced, all Loans subject to such Purchase Transfer Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC Wachovia Bank shall deliver to Fundingthe Depositor: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCWachovia Bank, covering the applicable Loans offered by SLM ECFCWachovia Bank, (b) has been accepted by Funding the Depositor as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding the Depositor and its assignees all right, title and interest of SLM ECFCWachovia Bank, including the insurance interest of SLM ECFCWachovia Bank, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC Wachovia Bank in Sections 5(A) and (B) of these Master Terms this Purchase Agreement are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and and Purchase Agreement – Master (SLM ECFC) 9 (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFCNavient CFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC Navient CFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC Navient CFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form SLM ECFC Navient CFC shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCNavient CFC, covering the applicable Loans offered by SLM ECFCNavient CFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFCNavient CFC, including the insurance interest of SLM ECFCNavient CFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC Navient CFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, Purchase Agreement — Master (SLM ECFC) assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms this Purchase Agreement is subject to the following conditions precedent being satisfied (and SLM ECFCWEF, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC WEF shall provide any assistance reasonably requested by Funding the Depositor in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Transfer Agreement, SLM ECFC WEF shall service, or cause to be serviced, all Loans subject to such Purchase Transfer Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC WEF shall deliver to Fundingthe Depositor: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFCWEF, covering the applicable Loans offered by SLM ECFCWEF, (b) has been accepted by Funding the Depositor as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding the Depositor and its assignees all right, title and interest of SLM ECFCWEF, including the insurance interest of SLM ECFCWEF, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC WEF in Sections 5(A) and (B) of these Master Terms this Purchase Agreement are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan. (D) Endorsement WEF shall provide a blanket endorsement transferring the entire interest of WEF in the related Eligible Loans to the Interim Eligible Lender Trustee on behalf of the Depositor with the form of endorsement provided for in the Initial Transfer Agreement with respect to the Initial Loans or the Subsequent Transfer Agreement with respect to the Substituted Loans. At the direction of and in such form as the Depositor may reasonably designate, WEF also agrees to individually endorse any Eligible Loan as the Depositor may reasonably request from time to time. (E) Officer’s Certificate WEF shall furnish to the Depositor, with each Xxxx of Sale provided in connection with each purchase or substitution of Loans pursuant to this Purchase Agreement, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon the Depositor’s request, WEF shall deliver to the Depositor one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by the Depositor, executed by WEF and dated the date of the related Xxxx of Sale. WEF agrees that the Depositor and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by WEF to the Interim Eligible Lender Trustee on behalf of the Depositor of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney WEF hereby grants to the Depositor and the Interim Eligible Lender Trustee, on behalf of and for the benefit of the Depositor, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of WEF any Eligible Loan to evidence the transfer of such Eligible Loan to the Depositor and the Interim Eligible Lender Trustee for the benefit of the Depositor and to cause to be transferred physical possession of any physical Student Loan Note or control as defined in the applicable UCC of any electronic Student Loan Note from WEF or the Master Servicer to the Depositor or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Substituted Loans, such Substituted Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Contribution Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms this Purchase Agreement is subject to the following conditions precedent being satisfied (and SLM ECFCWachovia Bank, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC Wachovia Bank shall provide any assistance reasonably requested by Funding the Depositor in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Transfer Agreement, SLM ECFC Wachovia Bank shall service, or cause to be serviced, all Loans subject to such Purchase Transfer Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC Wachovia Bank shall deliver to Fundingthe Depositor: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, delivered by an authorized officer of SLM ECFCWachovia Bank, covering the applicable Loans offered by SLM ECFCWachovia Bank, (b) has been accepted by Funding the Depositor as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding the Depositor and its assignees all right, title and interest of SLM ECFCWachovia Bank, including the insurance interest of SLM ECFCWachovia Bank, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC Wachovia Bank in Sections 5(A) and (B) of these Master Terms this Purchase Agreement are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. SLM ECFC Purchase Agreement 9 (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale.. SLM ECFC Purchase Agreement 9 (C) Xxxx of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and its their assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the Xxxx of Sale and setting forth the unpaid Principal Balance of each such Loan.