Common use of CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS Clause in Contracts

CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the holder of the Series 1998-1 Certificates of the amount described in Section 5.8(a) to be delivered on such Transfer Date, each of the Sellers does hereby, contribute, transfer, assign, set over and otherwise convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse (subject to the obligations herein) all right, title and interest of such Seller in and to each Additional Financed Student Loan, and all moneys received thereon, and all written communications received by such Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearances), on and after the related Subsequent Cut-off Date, made from time to time during the Funding Period relating to the Series 1998-1 Notes. (b) A Seller shall transfer to the Issuer the Additional Financed Student Loans for a given Transfer Date and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) such Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, a duly executed written assignment and bill of sale in substantially the form of Exhibit E (each, a "Trxxxxer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Financed Student Loans; (ii) such Seller shall have delivered, at least 2 Business Days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, including a listing of the type and the aggregate principal balance of such Additional Financed Student Loans; (iii) such Seller shall, to the extent required by Section 5.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Additional Financed Student Loans on and after each applicable Subsequent Cut-off Date; (iv) as of each Transfer Date, such Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) as of each Transfer Date, such Seller was in compliance with all applicable provisions of the Insurance Agreement and no default, or event which with notice or the passage of time, or both, would constitute a default, thereunder has occurred; (vi) such addition will not result in a material adverse Federal or Pennsylvania tax consequence to the Issuer, the Noteholders or the Certificateholders; (vii) the Funding Period relating to the Series 1998- 1 Notes shall not have terminated; (viii) such Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Indenture Trust Estate; and (ix) no selection procedures believed by such Seller to be adverse to the interests of the Certificateholders, the Noteholders or the Surety Provider shall have been utilized in selecting the Additional Financed Student Loans. (c) In addition to Additional Financed Student Loans originated by a Seller, with the prior consent of the Surety Provider, such Seller may direct the Eligible Lender Trustee to acquire one or more portfolios of specified student loans as Additional Financed Student Loans hereunder subject to satisfaction of the conditions specified in Section 2.2(b); PROVIDED, HOWEVER, that the Transfer Agreement delivered by such Seller may be modified to reflect the contribution to the Issuer by such Seller of its rights to acquire such Additional Financed Student Loans.

CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the holder of the Series 1998-1 199_-_ Certificates of the amount described in Section 5.8(a) to be delivered on such Transfer Date, each of the Sellers Seller does hereby, contribute, transfer, assign, set over and otherwise convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse (subject to the obligations herein) all right, title and interest of such the Seller in and to each Additional Financed Student Loan, and all moneys received thereon, and all written communications received by such the Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearances), on and after the related Subsequent Cut-off Date, made from time to time during the Funding Period relating to the Series 1998-1 199_-_ Notes. (b) A The Seller shall transfer to the Issuer the Additional Financed Student Loans for a given Transfer Date and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) such the Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, a duly executed written assignment and bill of sale in substantially the form of Exhibit E (each, a "Trxxxxer Transfer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Financed Student Loans; (ii) such the Seller shall have delivered, at least 2 Business Days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, including a listing of the type and the aggregate principal balance of such Additional Financed Student Loans; (iii) such the Seller shall, to the extent required by Section 5.2 of this Agreement and the Sale and Servicing Agreement, have deposited in the Collection Account all collections in respect of the Additional Financed Student Loans on and after each applicable Subsequent Cut-off Date; (iv) as of each Transfer Date, such the Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) as of each Transfer Date, such the Seller was in compliance with all applicable provisions of the Insurance Agreement and no default, or event which with notice or the passage of time, or both, would constitute a default, thereunder has occurred; (vi) such addition will not result in a material adverse Federal or Pennsylvania [Pennsylvania] tax consequence to the Issuer, the Noteholders or the Certificateholders; (vii) the Funding Period relating to the Series 1998- 1 199_-_ Notes shall not have terminated; (viii) such the Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Indenture Trust Estate; and (ix) no selection procedures believed by such the Seller to be adverse to the interests of the Certificateholders, the Noteholders or the Surety Provider shall have been utilized in selecting the Additional Financed Student Loans. (c) In addition to Additional Financed Student Loans originated by a the Seller, with the prior consent of the Surety Provider, such the Seller may direct the Eligible Lender Trustee to acquire one or more portfolios of specified student loans as Additional Financed Student Loans hereunder subject to satisfaction of the conditions specified in Section 2.2(b); PROVIDED, HOWEVER, that the Transfer Agreement delivered by such the Seller may be modified to reflect the contribution to the Issuer by such the Seller of its rights to acquire such Additional Financed Student Loans.

CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the holder of the Series 1998-1 Certificates a Seller of the amount described in Section 5.8(a) to be delivered on to such Transfer DateSeller, each of the Sellers such Seller does hereby, contributesell, transfer, assign, set over and otherwise convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse (subject to the obligations herein) all right, title and interest of such Seller in and to each Additional Financed Student Loan, and all moneys received thereon, and all written communications received by such Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearances), on and after the related Subsequent Cut-off Date, made from time to time during the Funding Period relating to the Series 19981997-1 Notes. (b) A Seller shall transfer to the Issuer the Additional Financed Student Loans for a given Transfer Date and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) such Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, a duly executed written assignment and bill xxxx of sale in substantially the form of Exhibit E (each, a "Trxxxxer Transfer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Financed Student Loans; (ii) such Seller shall have delivered, at least 2 Business Days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, including a listing of the type and the aggregate principal balance of such Additional Financed Student Loans; (iii) such Seller shall, to the extent required by Section 5.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Additional Financed Student Loans on and after each applicable Subsequent Cut-off Date; (iv) as of each Transfer Date, such Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) as of each Transfer Date, such Seller was in compliance with all applicable provisions of the Insurance Agreement and no default, or event which with notice or the passage of time, or both, would constitute a default, thereunder has occurred; (vi) such addition will not result in a material adverse Federal or Pennsylvania tax consequence to the Issuer, the Noteholders or the Certificateholders; (vii) the Funding Period relating to the Series 1998- 1997- 1 Notes shall not have terminated; (viii) such Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Indenture Trust Estate; and (ix) no selection procedures believed by such Seller to be adverse to the interests of the Certificateholders, the Noteholders or the Surety Provider shall have been utilized in selecting the Additional Financed Student Loans. (c) In addition to Additional Financed Student Loans originated by a Seller, with the prior consent of the Surety Provider, such Seller may direct the Eligible Lender Trustee to acquire one or more portfolios of specified student loans as Additional Financed Student Loans hereunder subject to satisfaction of the conditions specified in Section 2.2(b); PROVIDED, HOWEVER, that the Transfer Agreement delivered by such Seller may be modified to reflect the contribution sale to the Issuer by such Seller of its rights to acquire such Additional Financed Student Loans.

CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the holder of the Series 19981996-1 2 Certificates of the amount described in Section 5.8(a) to be delivered on such Transfer Date, each of the Sellers Seller does hereby, contribute, transfer, assign, set over and otherwise convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse (subject to the obligations herein) all right, title and interest of such the Seller in and to each Additional Financed Student Loan, and all moneys received thereon, and all written communications received by such the Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearances), on and after the related Subsequent Cut-off Date, made from time to time during the Funding Period relating to the Series 19981996-1 2 Notes. (b) A The Seller shall transfer to the Issuer the Additional Financed Student Loans for a given Transfer Date and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) such the Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, a duly executed written assignment and bill of sale in substantially the form of Exhibit E (each, a "Trxxxxer Transfer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Financed Student Loans; (ii) such the Seller shall have delivered, at least 2 Business Days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, including a listing of the type and the aggregate principal balance of such Additional Financed Student Loans; (iii) such the Seller shall, to the extent required by Section 5.2 of this Agreement and the Sale and Servicing Agreement, have deposited in the Collection Account all collections in respect of the Additional Financed Student Loans on and after each applicable Subsequent Cut-off Date; (iv) as of each Transfer Date, such the Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) as of each Transfer Date, such the Seller was in compliance with all applicable provisions of the Insurance Agreement and no default, or event which with notice or the passage of time, or both, would constitute a default, thereunder has occurred; (vi) such addition will not result in a material adverse Federal or Pennsylvania tax consequence to the Issuer, the Noteholders or the Certificateholders; (vii) the Funding Period relating to the Series 1998- 1 1996-2 Notes shall not have terminated; (viii) such the Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Indenture Trust Estate; and (ix) no selection procedures believed by such the Seller to be adverse to the interests of the Certificateholders, the Noteholders or the Surety Provider shall have been utilized in selecting the Additional Financed Student Loans. (c) In addition to Additional Financed Student Loans originated by a the Seller, with the prior consent of the Surety Provider, such the Seller may direct the Eligible Lender Trustee to acquire one or more portfolios of specified student loans as Additional Financed Student Loans hereunder subject to satisfaction of the conditions specified in Section 2.2(b); PROVIDED, HOWEVER, that the Transfer Agreement delivered by such the Seller may be modified to reflect the contribution to the Issuer by such the Seller of its rights to acquire such Additional Financed Student Loans.

CONVEYANCE OF ADDITIONAL FINANCED STUDENT LOANS. (a) Subject to the conditions set forth in paragraph (b) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the holder of the Series 19981997-1 2 Certificates of the amount described in Section 5.8(a) to be delivered on such Transfer Date, each of the Sellers does hereby, contribute, transfer, assign, set over and otherwise convey to the Eligible Lender Trustee on behalf of the Issuer, without recourse (subject to the obligations herein) all right, title and interest of such Seller in and to each Additional Financed Student Loan, and all moneys received thereon, and all written communications received by such Seller with respect thereto (including borrower correspondence, notices of death, disability or bankruptcy and requests for deferrals or forbearances), on and after the related Subsequent Cut-off Date, made from time to time during the Funding Period relating to the Series 19981997-1 2 Notes. (b) A Seller shall transfer to the Issuer the Additional Financed Student Loans for a given Transfer Date and the other property and rights related thereto described in paragraph (a) above only upon the satisfaction of each of the following conditions on or prior to such Transfer Date: (i) such Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, a duly executed written assignment and bill of sale in substantially the form of Exhibit E (each, a x "Trxxxxer Xransfer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Financed Student Loans; (ii) such Seller shall have delivered, at least 2 Business Days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee and the Indenture Trustee, with a copy to the Surety Provider, including a listing of the type and the aggregate principal balance of such Additional Financed Student Loans; (iii) such Seller shall, to the extent required by Section 5.2 of this Agreement, have deposited in the Collection Account all collections in respect of the Additional Financed Student Loans on and after each applicable Subsequent Cut-off Date; (iv) as of each Transfer Date, such Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) as of each Transfer Date, such Seller was in compliance with all applicable provisions of the Insurance Agreement and no default, or event which with notice or the passage of time, or both, would constitute a default, thereunder has occurred; (vi) such addition will not result in a material adverse Federal or Pennsylvania tax consequence to the Issuer, the Noteholders or the Certificateholders; (vii) the Funding Period relating to the Series 1998- 1 1997- 2 Notes shall not have terminated; (viii) such Seller shall have taken any action required to maintain the first perfected ownership interest of the Issuer in the Trust Estate and the first perfected security interest of the Indenture Trustee in the Indenture Trust Estate; and (ix) no selection procedures believed by such Seller to be adverse to the interests of the Certificateholders, the Noteholders or the Surety Provider shall have been utilized in selecting the Additional Financed Student Loans. (c) In addition to Additional Financed Student Loans originated by a Seller, with the prior consent of the Surety Provider, such Seller may direct the Eligible Lender Trustee to acquire one or more portfolios of specified student loans as Additional Financed Student Loans hereunder subject to satisfaction of the conditions specified in Section 2.2(b); PROVIDED, HOWEVER, that the Transfer Agreement delivered by such Seller may be modified to reflect the contribution to the Issuer by such Seller of its rights to acquire such Additional Financed Student Loans.