Common use of Conveyance of Additional Student Loans Clause in Contracts

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $__________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $___________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Depositor and the Depositor's delivery to or upon the order of the Seller of $__________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement_, for other Additional Student Loans during the Revolving Funding Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Prefunding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Funding Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination principal balance of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated such loan owed by the related borrower plus accrued borrower interest thereon, the Seller subject to Section 2.02(c) of does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), to the Seller Eligible Lender Trustee on behalf of the Depositor and immediately thereafter, the Depositor (and, and with respect to legal title to of the Additional Student Loans, NBD Bank One as trustee Eligible Lender Trustee on behalf of the SellerDepositor) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) with respect to each such sale and conveyance by the Depositor, all of the Depositor's right, title and interest in and to the Loan Sale Agreement with respect to such Prefunded Loan and Serial Loan; and (d) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In to the Eligible ------------------------------------------------------ Lender Trustee on Behalf of the Trust. (a) Subject to the conditions set forth ------------------------------------- in paragraph (d) below, in consideration of the Issuer's delivery on the related Transfer Date to or upon the order of the Seller of $__________ (the Purchase Amount for the Delayed Delivery Loans, each such amount being the Additional Student Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject delivered to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement)Seller, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer (andor, with respect to legal in the case of the right, title and interest to the Additional Student Loans, NBD as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: ), (ai) All all right, title and interest of the Seller in and to the each Additional Student Loans Loan and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; , (bii) all payments on or collections received thereunder, thereunder on and after the related Subsequent Cutoff Date; Date and (ciii) all proceeds of any and all of the foregoing. (b) During the Funding Period, upon the tender of any Additional Student Loans by the Seller on the related Transfer Date and the satisfaction of the conditions set forth in subsection (d) of this Section 2.02, the Eligible Lender Trustee will so inform the Administrator and the Indenture Trustee, and the Purchase Amounts for such Additional Student Loans will be withdrawn from the Pre-Funding Account, subject to the provisions of Section 2(f) of the Administration Agreement, and will be remitted to or upon the order of the Seller. (c) After the Funding Period, upon the tender of Additional Student Loans by the Seller on the related Transfer Date and the satisfaction of the conditions set forth in subsection (d) of this Section 2.02, the Eligible Lender Trustee will so inform the Administrator and the Indenture Trustee, and the Purchase Amounts for such Serial Loans will be withdrawn from amounts on deposit in the Collection Account, as provided in Section 2(d) of the Administration Agreement, and will be remitted, as provided therein to or upon the order of the Seller. (d) The Seller shall transfer to the Issuer the Additional 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) the Seller shall have delivered to the Eligible Lender Trustee and the Indenture Trustee a duly executed written assignment (including an acceptance by the Eligible Lender Trustee and the Indenture Trustee) in substantially the form of Exhibit B hereto (each, a "Transfer Agreement"), which shall include supplements to Schedule A hereto, listing such Additional Student Loans; (ii) the Seller shall have delivered, at least two days prior to such Transfer Date, notice of such transfer to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, including a listing of the type of loan and the aggregate principal balance of such Additional Student Loans; (iii) the Seller shall have deposited in the Collection Account all amounts on or collections received in respect of the Additional Student Loans on and after each applicable Subsequent Cutoff Date; (iv) as of the Transfer Date, the Seller was not insolvent nor will it have been made insolvent by such transfer nor is it aware of any pending insolvency; (v) such addition will not result in a material adverse Federal or State tax consequence to the Issuer, the Noteholders or the Certificateholders; (vi) the Seller shall have delivered to the Indenture Trustee and the Eligible Lender Trustee an Officers' Certificate confirming the satisfaction of each condition precedent specified in this paragraph (d); (vii) the Seller shall have delivered (A) to the Rating Agencies an Opinion of Counsel with respect to the transfer of the Additional Student Loans transferred to the Issuer on such Transfer Date, substantially in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing Date, and (B) to the Eligible Lender Trustee and the Indenture Trustee the Opinion of Counsel as required by Section 6.02(f)(1) hereof; provided that no opinion shall be required under either -------- subclause (A) or (B) unless the Seller, the Eligible Lender Trustee or the Indenture Trustee determines that, with regard to the most recent opinion on the matters described in either such subclause that was delivered with respect to the Financed Student Loans (whether on the Closing Date or thereafter under this subsection or under another provision of the Basic Documents), the conclusion of, or the reasoning underlying, such opinion is no longer correct in all material respects due to a change in law or regulations or the ruling of a court, an administrative tribunal or a regulatory or other governmental authority; upon making any such determination, whichever of the Seller, the Eligible Lender Trustee and the Indenture Trustee makes such determination shall notify the others and the Rating Agencies in writing as to the nature of such changes; (viii) 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 Collateral; (ix) no selection procedures believed by the Seller to be adverse to the interests of the Certificateholders or the Noteholders shall have been utilized in selecting the Additional Student Loans; (x) no Event of Default shall have occurred under the Indenture, no Servicer Default shall have occurred under the Master Servicing Agreement and no Administrator Default shall have occurred under the Administration Agreement; and (xi) for each Transfer Date occurring after the Funding Period, after giving effect to the conveyance of any Additional Student Loans on such Transfer Date, the amount of funds remitted for the purchase of Additional Student Loans on such Transfer Date, and on each Transfer Date since the preceding Distribution Date, shall not exceed the Net Principal Cash Flow Amount (calculated for the Collection Period ending in the preceding calendar month or, if no Collection Period ended in the preceding calendar month, calculated for each preceding calendar month during the current Collection Period); provided, however, that the Seller shall not incur any liability as a result of -------- ------- transferring Additional Student Loans on any Transfer Date at a time when the condition set forth in clause (v) was not satisfied, if at the time of such transfer the Authorized Officers of the Seller, after reasonable inquiry of counsel to the Seller, were not aware of any fact that would reasonably suggest that such condition would not be satisfied as of such date.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $__________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement_, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Prefunding Account or the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) and Section 2(k) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), ) except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD Bank One as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Depositor and the Depositor's delivery to or upon the order of the Seller of $__________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement_, for other Additional Student Loans during the Revolving Funding Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Prefunding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) and Section 2(k) of the Administration Agreement and after the Revolving Funding Period such amount being the sum of (i) the Purchase Collateral Balance ($[ [o]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Depositor and immediately thereafter, the Depositor does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eliglbe Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) with respect to each such sale and conveyance by the Depositor, all of the Depositor's right, title and interest in and to this Agreement with respect to such Prefunded Loan and Serial Loan; and (d) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller Transferor of $___________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b2.2(b) of the Loan Sale Transfer Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller Transferor subject to Section 2.02(c2.2(c) of the Loan Sale Transfer Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, ) the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c2.2(c) of the Loan Sale Transfer Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD as trustee on behalf of the Seller) Transferor does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to beneficial ownership of the Additional Student Loans that are FFELP Loans and legal and beneficial ownership of the Additional Student Loans that are Private and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all rights and remedies of EFG Funding as purchaser under the Loan Sale Agreement against the Seller and the EFG Trustee with respect to the Additional Student Loans (c) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (cd) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $___________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, ) the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $__________ _, (for the Delayed Delivery Prefunded Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Prefunded Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Prefunding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j2(k) of the Administration Agreement, for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD Bank One as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.

Conveyance of Additional Student Loans. In consideration of Issuer's delivery to or upon the order of the Seller of $[__________ (for the Delayed Delivery Loans, such amount being the Loan Purchase Amounts of the Delayed Delivery Loans and such amount to be paid from amounts on deposit in the Delayed Delivery Loan Funding Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(j) of the Administration Agreement_], for other Additional Student Loans during the Revolving Period, such amount being the Loan Purchase Amounts of the Additional Student Loans and such amount to be paid from amounts on deposit in the Prefunding Account or the Collateral Reinvestment Account subject to the provisions of Section 2.02(b) of the Loan Sale Agreement and Section 2(f) and Section 2(k) of the Administration Agreement and after the Revolving Period such amount being the sum of (i) the Purchase Collateral Balance ($[ ]) to be paid from any combination of amounts on deposit in the Collection Account and of Exchange Student Loans as shall be designated by the Seller subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(d) of the Administration Agreement) and (ii), ) except with respect to the exchange of Student Loans, the Purchase Premium Amount ($[ ]) to be paid on the immediately subsequent Quarterly Payment Date from amounts on deposit in the Reserve Fund in excess of the Specified Reserve Account Balance subject to Section 2.02(c) of the Loan Sale Agreement and Section 2(e) of the Administration Agreement), the Seller (and, with respect to legal title to the Additional Student Loans, NBD [_______________] as trustee on behalf of the Seller) does hereby sell, assign and otherwise convey, without recourse (except as expressly provided in the Loan Sale Agreement), to the Eligible Lender Trustee on behalf of the Issuer: (a) All right, title and interest in and to the Additional Student Loans and all obligations of the Obligors thereunder, together with all documents, the related Student Loan Files and all rights and privileges relating thereto; (b) all payments on or collections received thereunder, on and after the related Subsequent Cutoff Date; (c) all proceeds of any and all of the foregoing.