TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding 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 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 intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in th...
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 each of the Purchaser and 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 Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional 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 Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. 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 related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intention 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 Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security ...
TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of Bluemont Funding and the Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 18, 2011 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement. Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Bluemont Funding Purchase Agreement 1 The parties hereto intend that the transfer of Additional Loans described in the related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding to Funding and the Interim Eligible Lender Trustee for the benefit ...
TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Loans shall equal $2,977,419,787.97 (equal to $3,112,062,479 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and 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 purchased 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 Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer i...
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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (equal to $[5,163,395,407] (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in Sale Agreement 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 o...
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 each of the Purchaser and 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Purchase Price for the Initial Loans shall be the issuance of the Class A Notes, the Class B Notes and the Excess Distribution Certificate to the Seller or its designee. As agreed in Section 3.1(A)(iv) of the Master Sale Terms, and as a further condition to the consummation of such sale, the Seller will pay to the Purchaser, the following amounts in order for the Purchaser to make the applicable deposits to the Trust Accounts:
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 $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 $1,236,345,403 (equal to $1,331,794,603 (representing the sale price of the Notes less underwriters' commissions) less $3,130,396 (representing the Reserve Account Initial Deposit) less $90,638,804 (representing the Cash Capitalization Account Initial Deposit) less $1,680,000 (representing the upfront payment of the Interest Rate Cap Agreements))
TERMS, CONDITIONS AND COVENANTS. Accordingly, on the foregoing premises, which are incorporated into the Agreement by this reference, and in consideration of the mutual covenants contained in this Agreement, the Board and Superintendent agree as follows:
