Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 (equal to $1,342,237,933 (representing the sale price of the Notes less underwriters' commissions) less $3,124,915 (representing the Reserve Account Initial Deposit) less $102,811,061 (representing the Cash Capitalization Account Initial Deposit) less $1,956,500 (representing the upfront payment of the Interest Rate Cap Agreement)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 1,231,765,025 (equal to $1,342,237,933 1,338,079,989 (representing represents the sale price of the Notes less underwriters' commissions) less $3,124,915 3,118,201 (representing the Reserve Account Initial Deposit) less $102,811,061 102,590,156 (representing the Cash Capitalization Account Initial Depositinitial deposit) less $1,956,500 609,000 (representing represents the upfront payment of the Interest Rate Cap Agreement)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx Bill of Sale and Loan Transmittal Summary Form be, and be construed asax, a x valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx Bill of Sale and Loan Transmittal Summary Form to secure a loan in an amount xxxunt equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,234,345,457 133,181,586.84 (representing the Principal Balance of the Loans accepted for purchase equal to $1,342,237,933 (representing the sale price of the Notes less underwriters' commissions) less $3,124,915 (representing the Reserve Account Initial Deposit) less $102,811,061 (representing the Cash Capitalization Account Initial Deposit) less $1,956,500 (representing the upfront payment of the Interest Rate Cap Agreement148,560,650.60)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,234,345,457 1,696,587,570.27 (equal to $1,342,237,933 2,591,250,000 (representing the U.S. Dollar sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,124,915 6,250,000 (representing the Reserve Account Initial Deposit) ), less $102,811,061 1,110,000 (representing the Cash Capitalization Collection Account Initial Deposit), less $85,000,000 (representing the Capitalized Interest Account Deposit), less $18,131,504.73 (representing the Supplemental Purchase Account Initial Deposit), less $7,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $1,956,500 772,044,233 (representing the upfront payment of the Interest Rate Cap AgreementPre-Funding Account Initial Deposit)) and the Excess Distribution Certificate. This document shall constitute a the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Sale Agreement Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,234,345,457 0 (representing the Principal Balance of the Loans accepted for purchase equal to $1,342,237,933 (representing the sale price of the Notes less underwriters' commissions) less $3,124,915 (representing the Reserve Account Initial Deposit) less $102,811,061 (representing the Cash Capitalization Account Initial Deposit) less $1,956,500 (representing the upfront payment of the Interest Rate Cap Agreement0)) and the Excess Distribution Certificate. This document shall constitute a Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx Bxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Xxxx Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 1,482,131,602 (equal to $1,342,237,933 1,696,941,989 (representing the sale price of the Notes less underwriters' ’ commissions) less $3,124,915 1,060,000 plus $0, which is the excess of the pool balance as of the Statistical Cutoff Date over the Initial Pool Balance (representing the Collection Account Initial Deposit) less $3,750,387 (representing the Reserve Account Initial Deposit) less $102,811,061 210,000,000 (representing the Cash Capitalization Account Initial Deposit) less $1,956,500 (representing the upfront payment of the Interest Rate Cap Agreement)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Inteirm Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,234,345,457 12,286,918.80 (representing the Principal Balance of the Loans accepted for purchase equal to $1,342,237,933 (representing the sale price of the Notes less underwriters' commissions) less $3,124,915 (representing the Reserve Account Initial Deposit) less $102,811,061 (representing the Cash Capitalization Account Initial Deposit) less $1,956,500 (representing the upfront payment of the Interest Rate Cap Agreement13,713,810.89)) and the Excess Distribution Certificate. This document shall constitute a Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 948,001,928.71 (equal to $1,342,237,933 1,645,783,165 (representing the sale price of the Notes less underwriters' ’ commissions) less $3,124,915 2,700,000 (representing the Collection Account Initial Deposit) less $3,762,659 (representing the Reserve Account Initial Deposit) less $102,811,061 154,000,000 (representing the Cash Capitalization Account Initial Deposit) and less $1,956,500 537,318,577.29 (representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 1,348,950,015.16 (equal to $1,342,237,933 1,482,131,602 (representing the sale price of the Notes less underwriters' ’ commissions) less $3,124,915 1,060,000 plus $0, (representing the Collection Account Initial Deposit) less $3,750,387 (representing the Reserve Account Initial Deposit) less $102,811,061 210,000,000 (representing the Cash Capitalization Account Initial Deposit) and less $1,956,500 133,181,586.84 (representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Xxxx of Sale and Loan Transmittal Summary Form be, and be construed as, a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,234,345,457 878,170,337.64 (equal to $1,342,237,933 4,024,006,070 (representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,124,915 10,000,000 (representing the Reserve Account Initial Deposit) ), less $102,811,061 13,700,000 (representing the Cash Capitalization Collection Account Initial Deposit), less $20,000,000 (representing the Capitalized Interest Account Deposit), less $48,788,764.61 (representing the Supplemental Purchase Account Initial Deposit) and less $955,043,233 (representing the Pre-Funding Account Initial Deposit) less $1,956,500 2,058,303,744.75 (representing the upfront payment of amount paid to VG Funding under the Interest Rate Cap VG Funding Purchase Agreement)) and the Excess Distribution Certificate. This document shall constitute a Sale the Initial Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC