Common use of Conditions and Covenants Clause in Contracts

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG 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 8, 2007 (the “Master Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG Funding, the VG 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. VG 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser 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. 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8February 15, 2007 2005 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ECFC, the VG 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. VG Funding SLM ECFC 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser 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. 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8June 10, 2007 2004 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ELC, the VG 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. VG Funding SLM ELC 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser 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. 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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.

Conditions and Covenants. In consideration The Agent's and Merchant's willingness to enter into the transactions contemplated hereunder and Agent's and Merchant's obligations hereunder are directly conditioned upon the satisfaction, compliance and completion of the Additional Loans Purchase Pricefollowing at the time or during the time periods indicated, unless specifically waived in writing by both parties: (a) Agent on behalf of Merchant shall have obtained all permits, licenses, authorizations and approvals required under applicable laws, rules, regulations, and court or administrative orders necessary to conduct the Sale; provided that Merchant shall cooperate fully with Agent in obtaining such consents. (b) The inventory taking shall have been completed at each of VG Funding the Stores on or before February 1, 1997 and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells inventory taking service shall have issued its final report to Merchant and Agent with regard to the Interim Eligible Lender Trustee for inventory. As of the benefit Sale Commencement Date, goods constituting Merchandise located at the Stores shall be no less than $40 million (Canadian dollars) at Retail Price. (c) Provided that Agent complies with the terms of Funding Store leases in the entire rightconduct of the Sale other than any restrictions on the ability to advertise and conduct the Sale as a "Store Closing," "Total Liquidation," "Going Out Of Business" or similar sale or any restrictions on a third party conducting the Sale as agent, title and interest of VG Funding the Merchant possessing and the VG Funding Eligible Lender Trustee Agent having the right to the undisturbed and unencumbered use and occupancy of, and the peaceful and quiet possession of, the Stores and assets currently located thereat and the services provided thereto throughout the Sale Term, such that Agent may conduct the Sale in the Loans accepted for purchasemanner provided herein without interference of any landlord, subject governmental agency or other third party. If Merchant requests that Agent vacate any Store prior to all the terms and conditions completion of the Purchase Agreement Master Securitization Terms Number 1000Sale Term, dated November 8Agent shall comply with such request, 2007 (provided that, Merchant shall reimburse Agent for any reduction of the “Master Terms”)Agent Amount, and any amendments thereto permitted additional expenses or any other amounts due to or incurred by its terms, incorporated herein by reference, among VG Funding, the VG 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 Agent relating to or incurred 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 a result of vacating such Store prior to the Additional Loans governed by this Additional Purchase Agreementcompletion of the Sale Term. VG Funding hereby makes the (d) All representations and warranties set forth of Merchant and Agent hereunder shall be true and correct in Sections 5(A) all material respects and (B) no Event of the Master Terms regarding the Additional Loans described in the related Additional Xxxx of Sale Default shall have occurred at and the related Loan Transmittal Summary Form, as of the related Purchase date hereof and as of the Sale Commencement Date. Each of VG Funding (e) Merchant shall have provided Agent reasonable access to all pricing and the VG Funding Eligible Lender Trustee for the benefit of VG Fundingcost files, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Xxxx of Saleinter-Store transfer logs, including the Loan Transmittal Summary Form attached to such Additional Xxxx of Sale (in lieu of OE Form 1074)markdown schedules, as official notification invoices, style runs and all other documents relative to the applicable Guarantor price, mix and quantities of assignment to inventory located at the Interim Eligible Lender Trustee on behalf Stores. (f) If the conduct of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described business in the related Additional Xxxx ordinary course at any Store is interrupted for any reason other than a casualty or an act of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. HoweverGod, in Agent's discretion (i) the event that notwithstanding Merchandise at such Store may be transferred to another Store or Stores and if appropriate an adjustment to Proceeds and Guaranteed Amount shall be made to reflect the intention inability of Agent to conduct the parties, Sale at such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased LoansStore or Stores. 7.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8, 2007 1000 (the “"Master Terms”), ") and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among VG Funding, the VG Funding Eligible Lender TrusteeSLM ELC, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[ ]1,296,919,957.73, equal to $1,284,079,166.06 (representing the Principal Balance of the Loans accepted for Purchase) multiplied by 101%. This document shall constitute an Additional the Initial 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 Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Initial Purchase Agreement. VG Funding SLM ELC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Initial Loans described in the related Additional Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Closing Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC to the Interim Eligible Lender Trustee for the benefit of the PurchaserFunding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Purchased Loans described in the related Additional 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.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8October 20, 2007 2004 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ECFC, the VG 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. VG Funding SLM ECFC 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser 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. 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 VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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.