Common use of Conditions to All Purchases Clause in Contracts

Conditions to All Purchases. All purchases hereunder (including the initial purchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be subject to the following conditions precedent: (a) all representations, warranties and statements by or on behalf of Seller contained in this Agreement shall be true and correct on the applicable Sale Date, and Seller shall be in compliance with all agreements and covenants contained in this Agreement; (b) Purchaser shall have received a certificate from an authorized officer of the Seller certifying as to the matters set forth in (a) above; (c) the entire interest of Seller in each Student Loan in the Portfolio shall have been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered to the applicable Servicer in accordance with the applicable Servicing Agreement. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. Accordingly, from and after the Sale Date, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicer; (d) The Notice of Release shall be effective with respect to the Student Loans to be purchased on such Sale Date in accordance with the terms of the Warehouse Indenture; (e) Seller shall have complied with the conditions set forth in Section 2.1 hereof; and (f) The Purchaser shall have received a copy of each executed Guarantee Agreement entered into after the initial Sale Date by the Seller or Seller Trustee and the Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreement has not previously been delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delivered by the Seller in connection with the sale of Student Loans delivered on the Sale Date; provided, however, that no such presumption shall exist with regard to the content, completeness, legality, validity, binding effect or enforceability of such documents.

Conditions to All Purchases. All purchases The obligation of each Purchaser to make any Purchase hereunder (including the initial purchasePurchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be is subject to the satisfaction of the conditions set forth in Section 2.1 and the fulfillment of the following further conditions precedent: (a) all representations, warranties and statements by or on behalf of Seller contained in this Agreement a Commitment Termination Date shall be true and correct on the applicable Sale Date, and Seller shall be in compliance with all agreements and covenants contained in this Agreementnot have occurred; (b) Purchaser except in the case of a Reinvestment, the Agent shall have received a duly executed Purchase Notice; (c) except in the case of a Reinvestment, the Agent shall have received a certificate from an authorized officer of the Seller certifying Master Servicer substantially in the form attached hereto as Exhibit B (each, a "Purchase Certificate") one Business Day prior to the matters set forth in date of such proposed Purchase containing a calculation of (a) above; (ci) the entire interest Net Pool Balance, (ii) the amount of Seller in each Student Loan in the Portfolio shall Section 4.4 Deposits which have not yet been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered disbursed to the applicable Servicer in accordance with Agent pursuant to Section 4.8(b) and (iii) the applicable Servicing Agreement. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. AccordinglyAggregate Net Investment (after giving effect, from and after the Sale Dateon a pro forma basis, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicer;such proposed Purchase); 42 (d) The Notice except in the case of Release a Reinvestment, the Agent shall be effective with respect have received an Officer's Certificate of the Seller to the Student Loans effect that (i) the representations and warranties of the Seller contained in this Agreement, any other Facility Document to be purchased which the Seller is a party or in any certificates delivered to the Agent or any Purchaser by or on behalf of the Seller in connection with such Sale Date in accordance Purchase are true and correct on and as of the date of such Purchase, with the terms same force and effect as though made on and as of such day, and (ii) to the best of the Warehouse Indentureknowledge and information of such officer, no event has occurred and is continuing, or would result from such Purchase, that constitutes or would constitute an Unmatured Termination Event or Termination Event; (e) Seller except in the case of a Reinvestment, the Agent shall have complied received an Officer's Certificate of the Master Servicer to the effect that the representations and warranties of the Master Servicer contained in this Agreement, any other Facility Document to which the Master Servicer is a party or in any certificates delivered to the Agent or any Purchaser by or on behalf of the Master Servicer in connection with such Purchase are true and correct on and as of the date of such Purchase, with the conditions set forth in Section 2.1 hereofsame force and effect as though made on and as of such day; and (f) The Purchaser shall the Agent and the Purchasers have received a copy of each executed Guarantee Agreement entered into after such other documents, certificates and opinions as the initial Sale Date by the Seller Agent or Seller Trustee and the any Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreement has not previously been delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delivered by the Seller in connection with the sale of Student Loans delivered on the Sale Date; provided, however, that no such presumption shall exist with regard to the content, completeness, legality, validity, binding effect or enforceability of such documentsmay reasonably request.

Conditions to All Purchases. All purchases hereunder (The obligation of Purchaser to make each Purchase, including the initial purchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be Purchase, is subject to the following further conditions precedent: (a) all representationsA. Purchaser shall have received, warranties and statements in accordance with the provisions of Section 2.1 as of any Settlement Date, an originally executed Receivables Purchase Settlement Statement relating to such Purchase, signed by the chief executive officer, the chief financial officer, the treasurer or any other authorized officer or designee of Seller on behalf of Seller. B. As of the date of any Purchase: 1. The representations and warranties of Seller contained herein shall be true, correct and complete in all material respects on and as of the date of Purchase to the same extent as though made on and as of that date; 2. All Receivables sold by Seller on such date hereunder shall comply in all material respects with Section 7.3 hereof; 3. No event shall have occurred and be continuing or would result from the consummation of the Purchase contemplated by such Receivables Purchase Settlement Statement that would constitute an Event of Default or permit the acceleration or the increased amortization of the obligations created, or but for the passage of time or the giving of notice or both would constitute an Event of Default or permit the acceleration or the increased amortization of the obligations created, under this Agreement shall be true and correct on the applicable Sale Date, and or any other agreement to which Seller is a party; 4. Seller shall be have performed in compliance with all material respects all agreements and covenants contained in satisfied all conditions which this Agreement provides shall be performed by it on or before such date of Purchase; 5. Seller shall have delivered such other and further Receivables Purchase Settlement Statements as may be required hereunder; 6. There shall not have occurred and be continuing an Event of Default by Seller under this Agreement; (b) Purchaser shall have received a certificate from an authorized officer of the Seller certifying as to the matters set forth in (a) above; (c) the entire interest of Seller in each Student Loan in the Portfolio shall have been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered to the applicable Servicer in accordance with the applicable Servicing Agreement7. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. Accordingly, from and after the Sale Date, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicer; (d) The Notice of Release shall be effective with respect to the Student Loans to be purchased on such Sale Date in accordance with the terms of the Warehouse Indenture; (e) Seller shall have complied with the conditions set forth in Section 2.1 hereofdelivered such other and further UCC- 1s, amendments thereto and Subordination Agreements as Purchaser shall deem reasonably necessary; and (f) The Purchaser 8. Seller shall have received a copy of each executed Guarantee Agreement entered into after the initial Sale Date delivered such other documents, certificates, submissions, instruments, and agreements as reasonably requested by the Seller or Seller Trustee and the Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreement has not previously been delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delivered by the Seller in connection with the sale of Student Loans delivered on the Sale Date; provided, however, that no such presumption shall exist with regard to the content, completeness, legality, validity, binding effect or enforceability of such documentstransaction herein contemplated.

Conditions to All Purchases. All purchases The obligation of each Purchaser to make any Purchase hereunder (including the initial purchasePurchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be is subject to the satisfaction of the conditions set forth in Section 2.01 and the fulfillment of the following further conditions precedent: (a) all representations, warranties and statements by or on behalf of Seller contained in this Agreement a Commitment Termination Date shall be true and correct on the applicable Sale Date, and Seller shall be in compliance with all agreements and covenants contained in this Agreementnot have occurred; (b) Purchaser except in the case of a Reinvestment, the Agent shall have received a duly executed Purchase Notice; (c) except in the case of a Reinvestment, the Agent shall have received a certificate from an authorized officer of the Seller certifying Master Servicer substantially in the form attached hereto as Exhibit B hereto (a "Purchase Certificate") one Business Day prior to the matters set forth in date of such proposed Purchase containing a calculation of (a) above; (ci) the entire interest Net Pool Balance, (ii) the amount of Seller in each Student Loan in the Portfolio shall Section 4.04 Deposits which have not yet been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered disbursed to the applicable Servicer in accordance with Agent pursuant to Section 4.08(b) and (iii) the applicable Servicing Agreement. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. AccordinglyAggregate Net Investment (after giving effect, from and after the Sale Dateon a pro forma basis, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicersuch proposed Purchase); (d) The Notice except in the case of Release shall be effective with respect to a Reinvestment, the Student Loans to be purchased on such Sale Date in accordance with the terms of the Warehouse Indenture; (e) Seller shall have complied with the conditions set forth in Section 2.1 hereof; and (f) The Purchaser Agent shall have received a copy an Officer's Certificate of each executed Guarantee Agreement entered into after the initial Sale Date by the Seller or Seller Trustee and the Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Dateeffect that (i) the representations and warranties of the Seller contained in this Agreement, to the extent such Guarantee Agreement has not previously been any other Facility Document or in any certificates delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale Agent or any Purchaser by or on behalf of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delivered by the Seller in connection with such Purchase are true and correct on and as of the sale date of Student Loans delivered such Purchase, with the same force and effect as though made on the Sale Date; providedand as of such day, however, that no such presumption shall exist with regard and (ii) to the content, completeness, legality, validity, binding effect or enforceability best of the knowledge and information of such officer, no event has occurred and is continuing, or would result from such Purchase, that (e) the Agent and the Purchasers have received such other documents., certificates and opinions as the Agent or any Purchaser may reasonably request. ARTICLE SEVEN

Conditions to All Purchases. All purchases hereunder (The obligation of Purchaser to make each Purchase, including the initial purchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be Purchase, is subject to the following further conditions precedent: (a) all representationsA. Purchaser shall have received, warranties and statements in accordance with the provisions of Section 2.1 as of any Settlement Date, an originally executed Receivables Purchase Settlement Statement relating to such Purchase, signed by the chief executive officer, the chief financial officer, the treasurer or any other authorized officer or designee of Seller on behalf of Seller. B. As of the date of any Purchase: 1. The representations and warranties of Seller contained herein shall be true, correct and complete in all material respects on and as of the date of Purchase to the same extent as though made on and as of that date; 2. All Receivables sold by Seller on such date hereunder shall comply in all material respects with Section 7.3 hereof; 3. No event shall have occurred and be continuing or would result from the consummation of the Purchase contemplated by such Receivables Purchase Settlement Statement that would constitute an Event of Default or permit the acceleration or the increased amortization of the obligations created, or but for the passage of time or the giving of notice or both would constitute an Event of Default or permit the acceleration or the increased amortization of the obligations created, under this Agreement shall be true and correct on the applicable Sale Date, and or any other agreement to which Seller is a party; 4. Seller shall be have performed in compliance with all material respects all agreements and covenants contained in satisfied all conditions which this Agreement provides shall be performed by it on or before such date of Purchase; 5. Seller shall have delivered such other and further Receivables Purchase Settlement Statements as may be required hereunder; 6. There shall not have occurred and be continuing an Event of Default by Seller under this Agreement; (b) Purchaser shall have received a certificate from an authorized officer of the Seller certifying as to the matters set forth in (a) above; (c) the entire interest of Seller in each Student Loan in the Portfolio shall have been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans and the Related Assets with respect thereto have been delivered to the applicable Servicer in accordance with the applicable Servicing Agreement7. The Purchaser acknowledges that the Student Loans will be purchased on-system at the Servicer. Accordingly, from and after the Sale Date, the Student Loans and Student Loan files will continue to be maintained and serviced by the Servicer; (d) The Notice of Release shall be effective with respect to the Student Loans to be purchased on such Sale Date in accordance with the terms of the Warehouse Indenture; (e) Seller shall have complied with the conditions set forth in Section 2.1 hereofdelivered such other and further UCC-1s, amendments thereto and Subordination Agreements as Purchaser shall deem reasonably necessary; and (f) The Purchaser 8. Seller shall have received a copy of each executed Guarantee Agreement entered into after the initial Sale Date delivered such other documents, certificates, submissions, instruments, and agreements as reasonably requested by the Seller or Seller Trustee and the Purchaser or Purchaser Trustee relating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreement has not previously been delivered to the Purchaser. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in this Section 3.2 have been satisfied. Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferred on such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions were in fact so satisfied. Unless within sixty (60) days after the applicable Sale Date the Seller is notified to the contrary, it shall thereafter be presumed that the documents required to be delivered pursuant to this Agreement were delivered by the Seller in connection with the sale of Student Loans delivered on the Sale Date; provided, however, that no such presumption shall exist with regard to the content, completeness, legality, validity, binding effect or enforceability of such documentstransaction herein contemplated.