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 ("“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, each of the Seller and the Interim Trustee for the benefit of the Seller hereby sells to the Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Trustee 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 among the Seller Seller, the Interim Trustee, the Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,234,345,457 1,976,598,798 (equal to $1,342,237,933 2,234,270,052 (representing the sale price of the Notes less underwriters' ’ commissions) less $3,124,915 2,670,000 (representing the Collection Account Initial Deposit) less $5,001,254 (representing the Reserve Account Initial Deposit) less $102,811,061 250,000,000 (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 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 and the Interim Trustee on behalf of the Seller hereby grants grant to the 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 ("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, 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.