Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller (and, with respect to legal title thereto, Seller ELT on behalf of Seller) agrees to sell, and Purchaser (and, with respect to legal title thereto, Purchaser ELT on behalf of Purchaser) agrees to purchase, on the applicable Scheduled Sale Date all Student Loans identified in the loan transfer schedule attached to the applicable Loan Transfer Document to the extent such Student Loans meet all eligibility requirements and to the extent the Purchaser has the funds available to purchase such Student Loans.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller (via its Eligible Lender Trustee) agrees to sell, and Purchaser (via its Eligible Lender Trustee) agrees to purchase, all Eligible Loans tendered by the Seller to the Purchaser to the extent the Eligible Loans meet all eligibility requirements and to the extent the Purchaser has the funds available to purchase the Eligible Loans.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller (and, with respect to legal title thereto, Seller ELT on behalf of Seller) agrees to sell, and Purchaser (and, with respect to legal title thereto, Purchaser ELT on behalf of Purchaser) agrees to purchase, on the applicable Scheduled Sale Date all Eligible Loans identified in the loan transfer schedule attached to the applicable Loan Transfer Document to the extent such Eligible Loans meet all eligibility requirements and to the extent the Purchaser has the funds available to purchase such Eligible Loans.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase at the Purchase Price all right, title and interest of the Seller in and to Eligible Loans having an aggregate Principal Balance of $135 million, which sale and purchase is to be consummated on or before July 1, 1996 (the "Scheduled Sale Date"). Upon sale of the Eligible Loans to the Purchaser, the Seller shall relinquish all power and control over the original promissory notes relating to such Eligible Loans, and the Purchaser shall relinquish all power and control over such original promissory notes upon delivery to UNIPAC as custodian pursuant to the provisions of that certain Custodian Agreement among the Purchaser, between UNIPAC and the Trustee dated as of March 1, 1996.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase Eligible Loans having an aggregate Principal Balance of $300 million, to be consummated on or before each Scheduled Sale Date specified below with respect to a Portfolio of Eligible Loans having the following Principal Balance: ========================== ============================ DATE OF SALE PRINCIPAL BALANCE -------------------------- ---------------------------- April 1, 2003 $100 million -------------------------- ---------------------------- April 1, 2004 $50 million -------------------------- ---------------------------- April 1, 2005 $50 million -------------------------- ---------------------------- April 1, 2006 $50 million -------------------------- ---------------------------- April 1, 2007 $50 million ========================== ============================ Seller shall be excused from its obligation to sell such Portfolios under this Section 2.1 if Seller cannot satisfy such obligation after use of reasonable efforts in light of then current conditions and factors including, without limitation, availability of Eligible Loans, industry conditions, legislative changes, impact of implementation of a direct lending program by the Secretary under the Higher Education Act, commercial reasonableness and fiscal considerations. Seller shall not be obligated to originate Eligible Loans, or purchase Eligible Loans from third parties, for the purpose of fulfilling Seller's obligation to sell Eligible Loans to Purchaser under this Section 2.1, at a cost or price to Seller which is greater than par value of such Eligible Loans.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase free and clear of all Adverse Claims at the Purchase Price all right, title and interest of the Seller in and to Eligible Loans having an aggregate Principal Balance of approximately $ _________________, which sale and purchase is to be consummated on or before ___________________________, 199_ (the "Scheduled Sale Date"). Upon sale of the Eligible Loans to the Purchaser, the Seller shall relinquish all power and control over the original promissory notes relating to such Eligible Loans, and any related documents, instruments or records.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase at the Purchase Price all right, title and interest of the Seller in and to Eligible Loans having an aggregate Principal Balance of $______________ million, which sale and purchase is to be consummated on or before ______________________________ (the "Scheduled Sale Date"). Upon sale of the Eligible Loans to the Purchaser, the Seller shall relinquish all power and control over the original promissory notes relating to such Eligible Loans, and the Purchaser shall relinquish all power and control over such original promissory notes upon delivery to UNIPAC as custodian pursuant to the provisions of that certain Custodian Agreement among the Purchaser, between UNIPAC and the Trustee dated as of ______________________________, 199_.
Loan Sale Commitment. The Loan Sale Commitment will be terminated, Encore will have no obligations to GMAC-RFC under the Loan Sale Commitment, including obligations to deliver any Mortgage Loans or pay any amounts to GMAC-RFC, and GMAC-RFC will have no obligations to Encore under the Loan Sale Commitment, including obligations to purchase any Mortgage Loans from Encore. Notwithstanding anything in this Section 2.2, Encore’s obligations under the Client Contract (as defined in the Shared Execution Agreement) and the Client Guide (as defined in the Shared Execution Agreement) will continue with respect to all Mortgage Loans sold to GMAC-RFC in April 2004 under the Shared Execution Agreement.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase at the Purchase Price all right, title and interest of the Seller in and to Eligible Loans having an aggregate Principal Balance of $300 million, which sale and purchase is to be consummated on or before each of the following Scheduled Sale Dates: (i) November 1, 1996: $260 million; and (ii) February 1, 1997: $40 million. Upon sale of the Eligible Loans to the Purchaser, the Seller shall relinquish all power and control over the original promissory notes relating to such Eligible Loans, and the Purchaser shall relinquish all power and control over such original promissory notes upon delivery to UNIPAC as custodian pursuant to the provisions of that certain Custodian Agreement among the Purchaser, between UNIPAC and the Trustee dated as of March 1, 1996.
Loan Sale Commitment. Subject to the terms and conditions of this Agreement, and in express reliance upon the representations, warranties and covenants set forth herein, Seller agrees to sell, and Purchaser agrees to purchase at the Purchase Price all right, title and interest of the Seller in and to Eligible Loans having an aggregate Principal Balance of $100 million, which sale and purchase is to be consummated on or before each Scheduled Sale Date specified below with respect to a Portfolio of Eligible Loans having the following Principal Balance: Date of Sale Principal Balance ------------ ----------------- March 8, 1996 (On or about) $70 million April 1, 1996 10 million May 1, 1996 10 million June 1, 1996 10 million In addition to the foregoing sales, Seller agrees to use best efforts to make available for sale, to Purchaser, up to a maximum aggregate principal balance of $20 million of Seller's excess Eligible Loans from time to time during the Commitment Period, to the extent that Seller has not committed such Eligible Loans to other sale or disposition commitments or agreements at the time, and such sales to Purchaser are consistent with the Seller's internal funding needs and objectives. Such Eligible Loans sold in subsequent and additional portfolios to Purchaser shall be Eligible Loans, shall satisfy the representations and warranties in this agreement, and shall be sold at the Purchase Price. Such additional purchase(s) of Eligible Loans, unlike the purchases of Eligible Loans in the aggregate amount of $100 million on the Scheduled Sales Date as required in Section 2.01 hereof, shall be at Purchaser's option in its sole discretion. Upon sale of the Eligible Loans to the Purchaser, the Seller shall relinquish all power and control over the original promissory notes relating to such Eligible Loans, and the Purchaser shall relinquish all power and control over such original promissory notes upon delivery to UNIPAC as custodian pursuant to the provisions of that certain Custodian Agreement among the Purchaser, between UNIPAC and the Trustee dated as of March 1, 1996.
