SELLER PURCHASER The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: 833 253 By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding LLC By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) Name: Xxxxxxx X. Xxxxxxx Title: Vice President Town Hall Funding Xxxxxxxx Xxxxxxxxx 0 XXXXXXXXX XXX Funding LLC 0000 Xxxxxx Xxxxxx Drive Reston, Virginia 20191 By: /s/ Xxxx X. Xxxx (Signature of Authorized Officer) Name: Xxxx X. Xxxx Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding Purchase Agreement 5 Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2012 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Mellon Trust Company, National Association, as Town Hall Funding Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”) for the benefit of Town Hall Funding LLC (“Town Hall Funding”), under the Town Hall Funding Interim Trust Agreement, dated as of January 19, 2012, between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, and Town Hall Funding hereby offer for sale to The Bank of New York Mellon Trust Company, National Association, as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of January 19, 2012 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Town Hall Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Hall Funding’s offer.
Purchaser 2.1 Full Name:
Acknowledgement Regarding Purchaser’s Trading Activity Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.
PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:
