Common use of SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS Clause in Contracts

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller may, but shall not be obligated to sell Eligible Loans to the Purchaser, and the Purchaser may (but only to the extent that funds are available at such time in the Supplemental Purchase Account) purchase such Additional Loans from the Seller at the related Additional Loans Purchase Price set forth in the related Additional Sale Agreement. In addition, at any time the Seller may transfer Substituted Loans to the Purchaser in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Agreement shall be consummated upon (i) the Purchaser's receipt from the Seller of a fully executed copy of the related Additional Sale Agreement; and (ii) the payment by the Purchaser to the Seller of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser shall pay the Seller the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser to the Seller of ownership of the Loans being substituted).

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Town Center Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Town Center Funding and the Seller Town Center Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Town Center Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Town Center Funding and the Seller Town Center Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Town Center Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Town Center Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Town Center Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Town Center Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Town Center Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Bluemont Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Bluemont Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the PurchaserFunding's receipt from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Bluemont Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Bluemont Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Bluemont Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Bluemont Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Bluemont Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Bluemont Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Bluemont Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Bluemont Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Bluemont Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Bluemont Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Bluemont Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Bluemont Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Town Hall Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Town Hall Funding and the Seller Town Hall Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Town Hall Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Town Hall Funding and the Seller Town Hall Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Town Hall Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Town Hall Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Town Hall Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Town Hall Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Town Hall Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date. (E) Grant of Contract Right In connection with each sale of Additional Loans, Town Hall Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement, including all rights of Town Hall Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller SLM ECFC may, but shall not be obligated to to, sell Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from the Seller SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, SLM ECFC may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from the Seller SLM ECFC of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller SLM ECFC of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller SLM ECFC and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller SLM ECFC the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller SLM ECFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller SLM ECFC of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Bluemont Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Bluemont Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the PurchaserFunding's receipt from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Bluemont Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx Bxxx of Sale. The Seller Bluemont Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx Bxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Bluemont Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Bluemont Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Bluemont Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller SLM ECFC may, but shall not be obligated to to, sell Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from the Seller SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, SLM ECFC may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from the Seller SLM ECFC of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller SLM ECFC of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller SLM ECFC and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller SLM ECFC the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller SLM ECFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller SLM ECFC of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans which are Consolidation Loans subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period or the Funding Period, the Seller may, but shall not be obligated to sell Eligible Loans to the Purchaser, and the Purchaser may (but only to the extent that funds are available at such time in the Supplemental Purchase Account or Pre-Funding Account, as applicable) purchase such Additional Loans from the Seller at the related Additional Loans Purchase Price set forth in the related Additional Sale Agreement. In addition, at any time the Seller may transfer Substituted Loans to the Purchaser in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Agreement shall be consummated as set forth in this Section 3.2.. Sale Agreement (B) Consummation of Sale and Purchase During the Supplemental Purchase Period or the Funding Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Agreement shall be consummated upon (i) the Purchaser's ’s receipt from the Seller of a fully executed copy of the related Additional Sale Agreement; and (ii) the payment by the Purchaser to the Seller of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller and the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser shall pay the Seller the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser to the Seller of ownership of the Loans being substituted).

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller SLM ECFC may, but shall not be obligated to to, sell Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from the Seller SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, SLM ECFC may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the PurchaserFunding's receipt from the Seller SLM ECFC of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller SLM ECFC of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller SLM ECFC and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller SLM ECFC the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller SLM ECFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller SLM ECFC of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Town Hall Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Town Hall Funding and the Seller Town Hall Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Town Hall Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Town Hall Funding and the Seller Town Hall Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Town Hall Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Town Hall Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Town Hall Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Town Hall Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Town Hall Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans which are Consolidation Loans subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff Date. (E) Grant of Contract Right In connection with each sale of Additional Loans, Town Hall Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement, including all rights of Town Hall Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Town Center Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Town Center Funding and the Seller Town Center Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Town Center Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Town Center Funding and the Seller Town Center Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Town Center Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Town Center Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Town Center Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Town Center Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Town Center Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans which are Consolidation Loans subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff Date. (E) Grant of Contract Right In connection with each sale of Additional Loans, Town Center Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement, including all rights of Town Center Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the applicable Additional Loans.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Bluemont Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Bluemont Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from Bluemont Funding and the Seller Bluemont Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Bluemont Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller Bluemont Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Bluemont Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Bluemont Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Bluemont Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans which are Consolidation Loans subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller Navient CFC may, but shall not be obligated to to, sell Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from the Seller Navient CFC at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, Navient CFC may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the PurchaserFunding's receipt from the Seller Navient CFC of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller Navient CFC of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx Bxxx of Sale. The Seller Navient CFC and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx Bxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller Navient CFC the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller Navient CFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller Navient CFC of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees Navient CFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Bxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans [which are Consolidation Loans subject to the related Bxxx of Sale] accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller VL Funding may, but shall not be obligated to to, sell or cause the sale of Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from VL Funding and the Seller VL Funding Eligible Lender Trustee at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, VL Funding may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the Purchaser's Funding’s receipt from VL Funding and the Seller VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller VL Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller VL Funding and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller VL Funding the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller VL Funding (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller VL Funding of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, as applicable, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans accruing from the date of the related Subsequent Cutoff Date.

SALE/PURCHASE OF ADDITIONAL LOANS AND SUBSTITUTION OF SUBSTITUTED LOANS. (A) Requirements Relating to Additional Loans From time to time during the Supplemental Purchase Period, the Seller SLM ECFC may, but shall not be obligated to to, sell Eligible Loans to the PurchaserFunding, and the Purchaser Funding may (but only to the extent that funds the Eligible Loans are available at such time contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with the Supplemental Purchase AccountSale Agreement and the related Additional Sale Agreement) purchase such Additional Loans from the Seller SLM ECFC at the related Additional Loans Purchase Price set forth in the related Additional Sale Purchase Agreement. In addition, at any time the Seller time, SLM ECFC may transfer Substituted Loans to the Purchaser Funding in satisfaction of any Loan repurchase obligations hereunder. The sale and purchase (or substitution) of Additional Loans (or Substituted Loans) pursuant to an Additional Sale Purchase Agreement shall be consummated as set forth in this Section 3.2. (B) Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to any Substituted Loans), the sale and purchase of Eligible Loans as Additional Loans pursuant to an Additional Sale Purchase Agreement shall be consummated upon (i) the PurchaserFunding's receipt from the Seller SLM ECFC of a fully executed copy of the related Additional Sale Purchase Agreement; and (ii) the payment by the Purchaser Funding to the Seller SLM ECFC of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. The Seller SLM ECFC and the Purchaser Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Sale Purchase Agreement with respect to each Additional Loan. (C) Settlement of the Purchase Price On the date of the related Additional Xxxx of Sale for an Additional Loan, the Purchaser Funding shall pay the Seller SLM ECFC the related Purchase Price by wire transfer of immediately available funds to the account specified by the Seller SLM ECFC (except that with respect to Substituted Loans, the consideration for such Loans shall be the transfer from the Purchaser Funding to the Seller SLM ECFC of ownership of the Loans being substituted). (D) Interest Subsidy and Special Allowance Payments and Rebate Fees SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Additional Loan or Substituted Loan accruing up to but not including the related Subsequent Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to such Purchased Loans subject to the related Xxxx of Sale accruing up to but not including the related Subsequent Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments accruing from the related Subsequent Cutoff Date with respect to the Additional Loans or Substituted Loans, and shall be responsible for the payment of any rebate fees applicable to the Additional Loans which are Consolidation Loans subject to the related Xxxx of Sale accruing from the date of the related Subsequent Cutoff Date.