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 $989,560,242 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 $989,560,242 690,334,386 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 ("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 $989,560,242 and 542,691,763.06 (representing the Excess Distribution CertificatePrincipal Balance of the Loans accepted for purchase equal to $537,318,577.29 multiplied by 101%). 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 Owner Trustee for the benefit of the Trust the entire right, title and interest of the Seller in the Student Loans accepted for purchase, subject to all the terms and conditions of the Sale Master Terms Sales Agreement Master Securitization Terms Number 1000 ("Master Sale TermsSales Agreement") and amendmentsany amendments thereto, each incorporated herein by reference, between among Seller, the Seller Trust and the PurchaserOwner Trustee. The Initial Payment Purchase Price of the Students Loans shall equal $989,560,242 and the Excess Distribution Certificate1,932,623.86. This document shall constitute a Sale Sales Agreement as referred to in the Master Sale Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsSales Agreement. All references in the Master Sale Terms Sales Agreement to Student Loans or Eligible Qualified Loans shall be deemed to refer to the Students Loans governed by this Sale Sales Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms Sales Agreement and makes such representations and warranties with respect to the Student Loans governed by this Sale Sales Agreement. Seller authorizes the Owner Trustee for the benefit of the Trust to use a copy of the Bill xx Sale, including the Student Loan Transmittal Summary Form attached to the Bill xx Sale, as official notification to any Guarantor of assignment to the Owner Trustee on behalf of the Trust of the Student Loans on the date of purchase. The parties hereto intend that the transfer of Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansStudent Loans from Seller to the Owner Trustee for the benefit of the Trust. 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 hereby grants to the Purchaser Owner Trustee for the benefit of the Trust a first priority security interest in and to all Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loansloans.

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 $989,560,242 $ (equal to $ -------- (represents the sale price of the Notes less underwriters' commissions) -------- less $ (representing the Reserve Account Initial Deposit) less $ --------- ----- (representing the Cash Capitalization Account initial deposit) less $ -------- (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 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 (i) 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 Master Terms Sale Agreement Agreement, dated as of December 15, 2006 (the “Master Securitization Terms Number 1000 ("Master Sale Terms") Agreement”), and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the PurchaserPurchaser and (ii) shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account and (2) the Collection Account Initial Deposit into the Collection Account. The Initial Payment of for the Loans shall equal $989,560,242 3,045,882,973 (representing the sale price of the Notes less underwriters’ discounts and the Excess Distribution Certificatefees). This document shall constitute a Sale Agreement as referred to in the Master Terms Sale Terms Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Sale TermsAgreement. All references in the Master Terms Sale Terms Agreement to Loans or Eligible Loans Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller 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 Sale Terms Agreement 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 related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansLoans from the Seller to the Purchaser. 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 related Xxxx of Sale and related 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 Owner Trustee for the benefit of the Trust the entire right, title and interest of the Seller in the Student Loans accepted for purchase, subject to all the terms and conditions of the Sale Master Terms Sales Agreement Master Securitization Terms Number 1000 ("Master Sale TermsSales Agreement") and amendmentsany amendments thereto, each incorporated herein by reference, between among Seller, the Seller Trust and the PurchaserOwner Trustee. The Initial Payment Purchase Price of the Students Loans shall equal $989,560,242 and the Excess Distribution Certificate8,586,103.88. This document shall constitute a Sale Sales Agreement as referred to in the Master Sale Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsSales Agreement. All references in the Master Sale Terms Sales Agreement to Student Loans or Eligible Qualified Loans shall be deemed to refer to the Students Loans governed by this Sale Sales Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms Sales Agreement and makes such representations and warranties with respect to the Student Loans governed by this Sale Sales Agreement. Seller authorizes the Owner Trustee for the benefit of the Trust to use a copy of the Bill xx Sale, including the Student Loan Transmittal Summary Form attached to the Bill xx Sale, as official notification to any Guarantor of assignment to the Owner Trustee on behalf of the Trust of the Student Loans on the date of purchase. The parties hereto intend that the transfer of Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansStudent Loans from Seller to the Owner Trustee for the benefit of the Trust. 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 hereby grants to the Purchaser Owner Trustee for the benefit of the Trust a first priority security interest in and to all Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLC hereby sells to the Purchaser SLC Receivables the entire right, title and interest of the Seller SLC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 Purchase Agreement, dated as of December 15, 2006 ("the “Master Sale Terms") Terms Purchase Agreement”), and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller SLC and the PurchaserSLC Receivables. The Initial Payment of for the Loans shall equal $989,560,242 3,045,882,973 (representing the sale price of the Notes less underwriters’ discounts and the Excess Distribution Certificatefees). This document shall constitute a Sale Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Eligible Loans Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. Seller SLC 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 Sale Terms Purchase Agreement 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 related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansLoans from SLC to SLC Receivables. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller SLC hereby grants to the Purchaser SLC Receivables a first priority security interest in and to all Loans described in the related Xxxx of Sale and related 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 Owner Trustee for the benefit of the Trust the entire right, title and interest of the Seller in the Student Loans accepted for purchase, subject to all the terms and conditions of the Sale Master Terms Sales Agreement Master Securitization Terms Number 1000 ("Master Sale TermsSales Agreement") and amendmentsany amendments thereto, each incorporated herein by reference, between among Seller, the Seller Trust and the PurchaserOwner Trustee. The Initial Payment Purchase Price of the Students Loans shall equal $989,560,242 and the Excess Distribution Certificate9,852,135.29. This document shall constitute a Sale Sales Agreement as referred to in the Master Sale Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsSales Agreement. All references in the Master Sale Terms Sales Agreement to Student Loans or Eligible Qualified Loans shall be deemed to refer to the Students Loans governed by this Sale Sales Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms Sales Agreement and makes such representations and warranties with respect to the Student Loans governed by this Sale Sales Agreement. Seller authorizes the Owner Trustee for the benefit of the Trust to use a copy of the Bill xx Sale, including the Student Loan Transmittal Summary Form attached to the Bill xx Sale, as official notification to any Guarantor of assignment to the Owner Trustee on behalf of the Trust of the Student Loans on the date of purchase. The parties hereto intend that the transfer of Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such LoansStudent Loans from Seller to the Owner Trustee for the benefit of the Trust. 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 hereby grants to the Purchaser Owner Trustee for the benefit of the Trust a first priority security interest in and to all Student Loans described in the Xxxx of Bill xx Sale and Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Loansloans.

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 $989,560,242 and 0 (representing the Excess Distribution CertificatePrincipal Balance of the Loans accepted for purchase equal to $0). 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 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 $989,560,242 and 41,482,275.52 (representing the Excess Distribution CertificatePrincipal Balance of the Loans accepted for purchase equal to $41,071,559.92). 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 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 $989,560,242 and 12,286,918.80 (representing the Excess Distribution CertificatePrincipal Balance of the Loans accepted for purchase equal to $13,713,810.89). 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 $989,560,242 $ (equal to $ (represents the sale price of the Notes less underwriters’ commissions) less $ (representing the Reserve Account Initial Deposit) less $ (representing the Cash Capitalization Account initial deposit) less $ (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 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 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.