Common use of INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS Clause in Contracts

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each agreement to enter into a Transaction must be entered into in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmation, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Date. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effect.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller. At the initiation of the Seller, for the term of this Agreement, the Buyer shall be obligated to purchase eligible Mortgage Loans hereunder, subject to the Seller's compliance with the terms and conditions hereunder. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "ConfirmationCONFIRMATION"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, and (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000500,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objectionsuch objection in writing, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. With respect to any transfers of Purchased Mortgage Loans on a Repurchase Date in accordance with the foregoing, Buyer shall cause such Purchased Mortgage Loans to be free of any liens granted by the Buyer thereon. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan150,000,000. (g) On the last day of each month following the initial Purchase Date hereunder (each a "NON-USAGE PAYMENT DATE"), Seller shall pay to Buyer in federal funds by wire transfer the Non-Usage Fee then due, if any. (h) Notwithstanding anything in this Agreement to the contrary, Buyer shall not be obligated have no obligation to enter into any Transaction until such time as hereunder if Buyer, in its good faith judgment, believes that there has been a material adverse change in the business, operations, corporate structure or financial condition of Seller or that Seller will not meet any of its obligations under any Transaction pursuant to this Agreement, this Agreement or any other agreement between the parties. Buyer shall have received copies promptly notify Seller of each material agreement or instrument entered into any determination by Guarantor, Seller or Buyer that any of their respective subsidiaries the foregoing has occurred. (i) Seller covenants to deliver all related Mortgage Files with respect to indebtedness for borrowed money, certified by Wet Ink Mortgage Loans to the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy Custodian within 5 Business Days of such agreement or instrumentMortgage Loan's related Purchase Date. (j) Seller shall deliver to Buyer in an acceptable electronic format, as Collateral Information with respect to any Mortgage Loans to be purchased hereunder by 4:00 p.m. (New York time) on the case may beBusiness Day prior to the related Purchase Date. On the 5th Business Day of each month for the term of this Agreement, and in full force and effectSeller shall deliver to Buyer the Collateral Information with respect to the Purchased Mortgage Loans subject to outstanding Transactions hereunder.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, ------------ identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,0001,000,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan100,000,000. (g) Buyer The aggregate Purchase Price of all Purchased Mortgage Loans which are Wet Ink Mortgage Loans subject to then outstanding Transactions shall not be obligated exceed the lesser of $15,000,000 or 15% of the aggregate Purchase Price of all Purchased Mortgage Loans subject to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effectTransactions.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller; provided, that this is an uncommitted facility and the Buyer shall have no obligation to enter into any Transaction. Upon entering into such agreement, the Seller shall deliver to the Buyer a Funding Request which request shall include (i) the aggregate principal balance of the related Student Loans; (ii) the aggregate funding amounts and wire instructions for each Servicer funds are to be wired to; (iii) loan level detail in the form of Appendix I to Exhibit I hereto for at least 85% (by principal balance) of the Student Loans to be purchased on the related Purchase Date; and (iv) an acknowledgment by each related AMS Trustee, acknowledging such AMS trustee shall act as Eligible Lender Trustee for the specified Student Loans. (b) In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"), and Seller shall thereupon provide a copy of such written confirmation to the Eligible Lender. Such Confirmation shall describe set forth the Purchased Mortgage Loans, description of the related Student Loans and shall identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the amount of the related Student Loans that are Federal Student Loans (and the Federal programs represented and the amount represented by each) and the amount that are Private Student Loans, (vi) the applicable Collateral Amount Percentages with respect to such Student Loans and (vivii) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (bc) Any Confirmation by Buyer Seller shall be deemed to have been received by Seller on the date actually received by Seller. (cd) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (de) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwiseotherwise (in each case, confirmed by fax), no later than 1:00 p.m. (New York Timetime) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (ef) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Student Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Buyer agrees to permit Seller to repurchase all or a portion of the Purchased Student Loans in connection with a securitization or other financing or in connection with a sale or transfer to any Person (or any eligible lender on behalf of any such Person), in each case (other than Section 9) pursuant to which Buyer is obligated to obtain paid the Mortgage Files from allocable portion of Repurchase Price (and, in addition, any amount due in accordance with the last sentence of Section 8), and with respect thereto, Buyer or its designee at Seller's expense on shall issue a revised Confirmation for the remaining Purchased Student Loans and, if Buyer and Seller so agree, establish a new Repurchase Date. (fg) With respect to all Transactions hereunder, hereunder the aggregate Purchase Price for of all Purchased Mortgage Student Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. 150,000,000. (h) At least two Business Days prior to any Purchase Date or any substitution of Student Loans pursuant to Section 9, the Seller shall deliver to buyer via electronic modem, computer tape or any other format as agreed to by Buyer the information requested by the Buyer related to the Student Loans to be so purchased or substituted. (i) The Confirmation may specify any Repurchase Date for the related Transaction agreed upon by Buyer and Seller; provided that in no event shall such date be after the Repurchase Date. (j) Seller shall pay to the Buyer on or prior to the initial Purchase Price for any individual Purchased Mortgage Loan Date under this Agreement shall not exceed on the unpaid principal balance first calendar of such Purchased Mortgage Loaneach month thereafter, an amendment fee of $50,000. (gk) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with With respect to indebtedness any Student Loan for borrowed moneywhich the related Funding Request lacked loan level information, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of shall deliver such agreement or instrument, as loan level information to the case may be, and in full force and effectBuyer upon receipt but no later than three Business Days after the related Purchase Date.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe ------------ the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages Percentage with respect to the calculation of Market Value and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000500,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. With respect to any transfers of Purchased Mortgage Loans on a Repurchase Date in accordance with the preceding sentence, Buyer shall cause such Purchased Mortgage Loans to be free of any liens granted by the Buyer thereon. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan25,000,000. (g) On the last day of each three month period following September 30, 1996 (each a "Non-Usage Payment Date"), Seller shall pay to Buyer in federal funds by ---------------------- wire transfer the Non-Usage Fee then due, if any. In the event that Buyer or any of its Affiliates participates (or refuses to participate in writing) as the lead manager or co-manager of a Securitization of some or all of the Purchased Mortgage Loans during the three month period immediately preceding a Non-Usage Payment Date, Buyer shall not be obligated waive the applicable Non-Usage Fee, if any, then due on such Non-Usage Payment Date. (h) Notwithstanding anything in this Agreement to the contrary, Buyer shall have no obligation to enter into any Transaction until such time hereunder if there shall have occurred any material adverse change, as determined by Buyer in its reasonable judgment, in the financial condition of Buyer, the financial markets generally or the secondary market for Mortgage Loans. Buyer shall have received copies promptly notify Seller of each material agreement or instrument entered into any determination by Guarantor, Seller or Buyer that any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effectforegoing has occurred.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each agreement to enter into a Transaction must be entered into in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "ConfirmationCONFIRMATION"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmation, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Date. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000200,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effect.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, upon its approval thereof and subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The With respect to any Transaction, Seller must sell Buyer sufficient number of Mortgage Loans such that the Purchase Price for any such Transaction shall exceed $750,0001,000,000. (b) Any Confirmation sent by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 4:00 p.m. (New York Time) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan$200,000,000. (g) Buyer The aggregate Purchase Price of all Purchased Mortgage Loans which are secured by a Wet Ink Mortgage Loans shall not be obligated represent more than 10% of the aggregate Purchase Price for all Purchased Mortgage Loans which are subject to enter into any Transaction until such time as Buyer then outstanding Transactions. (h) The aggregate Purchase Price of all Purchased Mortgage Loans which are secured by a Second Mortgage shall have received copies not represent more than 10% of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect the aggregate Purchase Price for all Purchased Mortgage Loans which are subject to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effectthen outstanding Transactions.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a the Transaction must shall be entered into in writing at the initiation of either Buyer or Seller. In any event, Buyer shall confirm the terms of each the Transaction by issuing a written confirmation to Seller promptly after the parties enter into such the Transaction in the form of Exhibit I attached hereto (a "ConfirmationCONFIRMATION"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each The Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) Transaction covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effect.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The With respect to any Transaction, and subject to the terms and conditions herein, the Purchase Price for any Date shall be within 2 Business Days of the date on which Seller initiated the Transaction shall exceed $750,000pursuant to the first sentence of this paragraph. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the second Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan$200,000,000. (g) Buyer The aggregate Purchase Price of all Purchased Mortgage Loans which relate to Wet Ink Mortgage Loans shall not represent more than 20% of the aggregate Purchase Price for all Purchased Mortgage Loans which are subject to then outstanding Transactions. Seller covenants to deliver the Mortgage File to the Custodian within 7 Business Days from its respective Purchase Date and to the cause related Mortgage Note for each funded Mortgage Loan to be obligated faxed to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effectCustodian.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each An agreement to enter into a Transaction must may be entered into orally or in writing at the initiation of either Buyer or Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"), and Seller shall thereupon provide a copy of such written confirmation to the Trustee. Such Confirmation shall describe set forth the Purchased Mortgage Loans, description of the related Student Loans and shall identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmationdemand, (iv) the Pricing Rate applicable to the Transaction, (v) the amount of the related Student Loans that are Federal Student Loans (and the Federal programs represented and the amount represented by each) and the amount that are Private Student Loans, (vi) the applicable Collateral Amount Percentages with respect to such Student Loans and (vivii) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Each Transaction shall have a Purchase Price for any Transaction shall exceed of at least $750,0001,000,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that such writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwiseotherwise (in each case, confirmed by fax), no later than 1:00 p.m. (New York Timetime) on the Business Day prior to the Repurchase Dateday on which such termination will be effective. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Student Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Buyer agrees to permit Seller to repurchase all or a portion of the Purchased Student Loans in connection with a securitization or other financing or in connection with a sale or transfer to any Person (or any eligible lender on behalf of any such Person), in each case (other than Section 9) pursuant to which Buyer is obligated to obtain paid the Mortgage Files from allocable portion of Repurchase Price (and, in addition, any amount due in accordance with the last sentence of Section 8), and with respect thereto, Buyer or its designee at Seller's expense on shall issue a revised Confirmation for the remaining Purchased Student Loans and, if Buyer and Seller so agree, establish a new Repurchase Date. (f) With respect to all Transactions hereunder, hereunder the aggregate Purchase Price for all Purchased Mortgage Student Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan750,000,000. (g) Buyer shall not be obligated At least two Business Days prior to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller Purchase Date or any substitution of their respective subsidiaries with respect Student Loans pursuant to indebtedness for borrowed moneySection 9, certified the Seller shall deliver to Buyer via electronic modem, computer tape or any other format as agreed to by Buyer the information requested by the chief financial officer Buyer related to the Student Loans to be so purchased or vice president of finance of Guarantor or Seller as being a true substituted. (h) The Confirmation may specify any Repurchase Date for the related Transaction agreed upon by Buyer and correct copy of Seller; provided that in no event shall such agreement or instrument, as date be more than 30 days after the case may be, and in full force and effectPurchase Date.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each agreement to enter into a Transaction must be entered into in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmation, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Date. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) Buyer shall not be obligated to enter into any Transaction until such time as Capital Z Financial Services Fund II, L.P. has made an equity contribution to Seller in an amount 9 10 equal to $75,000,000 less expenses. (h) On the date of execution of this Agreement, Seller shall pay to Buyer a commitment fee pursuant to a separate letter agreement dated the date hereof (the "Fee Letter") among Seller, Buyer and Guarantor. (i) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effect.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each agreement to enter into a Transaction must be entered into in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmation, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Date. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000200,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) On the date of execution of this Agreement, Seller shall pay to Buyer a commitment fee pursuant to a separate letter agreement dated the date hereof (the "Fee Letter") among Seller, Buyer and Guarantor. (h) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries with respect to indebtedness for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effect.

INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS. (a) Each agreement to enter into a Transaction must be entered into in writing at the initiation of Seller. In any event, Buyer shall confirm the terms of each Transaction by issuing a written confirmation to Seller promptly after the parties enter into such Transaction in the form of Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe the Purchased Mortgage Loans, identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is stated to be terminable on demand as stated in the Confirmation, (iv) the Pricing Rate applicable to the Transaction, (v) the applicable Collateral Amount Percentages and (vi) additional terms or conditions not inconsistent with this Agreement. After receipt of the Confirmation, Seller shall, subject to the provisions of subsection (c) below, sign the Confirmation and promptly return it to Buyer. The Purchase Price for any Transaction shall exceed $750,000. (b) Any Confirmation by Buyer shall be deemed to have been received by Seller on the date actually received by Seller. (c) Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby unless objected to in writing by Seller no more than two (2) Business Days after the date the Confirmation was received by Seller or unless a corrected Confirmation is sent by Buyer. An objection sent by Seller must state 11 8 specifically that writing which is an objection, must specify the provision(s) being objected to by Seller, must set forth such provision(s) in the manner that the Seller believes they should be stated, and must be received by Buyer no more than two (2) Business Days after the Confirmation was received by Seller. Buyer shall promptly respond to any such objection raised by Seller. (d) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller by telephone or otherwise, no later than 1:00 p.m. (New York Time) on the Business Day prior to the Repurchase Date. (e) On the Repurchase Date, termination of the Transaction will be effected by transfer to Seller or its designee of the Purchased Mortgage Loans (and any Income in respect thereof received by Buyer not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5) against the simultaneous transfer of the Repurchase Price to an account of Buyer. Seller is obligated to obtain the Mortgage Files from Buyer or its designee at Seller's expense on the Repurchase Date. (f) With respect to all Transactions hereunder, the aggregate Purchase Price for all Purchased Mortgage Loans at any one time subject to then outstanding Transactions shall not exceed $300,000,000. The Purchase Price for any individual Purchased Mortgage Loan under this Agreement shall not exceed the unpaid principal balance of such Purchased Mortgage Loan. (g) Except during the first and last five Business Days of each month, Buyer shall not be obligated to enter into any Transactions with respect to Wet Ink Mortgage Loans if at such time the Purchase Price of all Wet Ink Mortgage Loans subject to then outstanding Transactions (including such Transaction) would represent 20% or more of the aggregate Purchase Price for all Mortgage Loans which are subject to then outstanding Transactions. (h) Buyer shall not be obligated to enter into any Transaction until such time as Buyer shall have received copies of each material agreement or instrument entered into by Guarantor, Seller or any of their respective subsidiaries Transactions with respect to indebtedness High LTV Loans if at such time the Purchase Price of all High LTVLoans subject to then outstanding Transactions (including such Transaction) would represent 5% or more of the aggregate Purchase Price for borrowed money, certified by the chief financial officer or vice president of finance of Guarantor or Seller as being a true and correct copy of such agreement or instrument, as the case may be, and in full force and effectall Mortgage Loans which are subject to then outstanding Transactions.