Other Purchasers The Company intends to enter into this same form of purchase agreement with certain other investors (the "Other Purchasers") and expects to complete sales of the Shares to them. The Purchaser's obligations hereunder are expressly not subject to or conditioned on the purchase of the Shares by any or all of the Other Purchasers.
SELLER PURCHASER The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding LLC The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding LLC Lender Code: 833 253 By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) (Signature of Authorized Signatory for Purchaser) Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding LLC By: /s/ Xxxxxxx X. Xxxxxxx (Signature of Authorized Signatory for Seller) Name: Xxxxxxx X. Xxxxxxx Title: Vice President Town Hall Funding Xxxxxxxx Xxxxxxxxx 0 XXXXXXXXX XXX Funding LLC 0000 Xxxxxx Xxxxxx Drive Reston, Virginia 20191 By: /s/ Xxxx X. Xxxx (Signature of Authorized Officer) Name: Xxxx X. Xxxx Title: Vice President Date of Purchase: January 19, 2012 Town Hall Funding Purchase Agreement 5 Attachment C ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Dated as of [ ], 2012 ADDITIONAL PURCHASE AGREEMENT NUMBER [ ] Each of The Bank of New York Mellon Trust Company, National Association, as Town Hall Funding Eligible Lender Trustee (the “Town Hall Funding Eligible Lender Trustee”) for the benefit of Town Hall Funding LLC (“Town Hall Funding”), under the Town Hall Funding Interim Trust Agreement, dated as of January 19, 2012, between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee, and Town Hall Funding hereby offer for sale to The Bank of New York Mellon Trust Company, National Association, as Interim Eligible Lender Trustee (the “Interim Eligible Lender Trustee”) for the benefit of SLM Funding, LLC (“Funding”), under the Interim Trust Agreement dated as of January 19, 2012 between Funding and the Interim Eligible Lender Trustee, and Funding, the entire right, title and interest of Town Hall Funding in the Loans described in the related Additional Xxxx of Sale and the related Loan Transmittal Summary Form incorporated herein, and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Town Hall Funding’s offer.
Making Purchases (a) Each Purchase by Conduit or the Banks shall be made following delivery by the Servicer, on behalf of the Seller, to the Agent of a Purchase Request by no later than Noon (New York City time) at least two Business Days prior to the proposed date of Purchase (or by no later than Noon (New York City time) one Business Day in the case of the initial Purchase hereunder). Each such Purchase Request shall specify (i) the Purchase Price requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the "Capital Investment" of the Receivable Interests then being Purchased), (ii) the date of such Purchase (which shall be a Business Day) and (iii) be accompanied by Computer Tape describing the Receivables that are the subject of the requested Purchase. The Servicer, on behalf of the Seller, shall submit no more than one (1) Purchase Request per calendar week and no more than four (4) Purchase Requests in any calendar month. The Agent shall promptly thereafter notify the Seller whether Conduit has determined to make a Purchase and, if so, whether all of the terms specified by the Seller are acceptable to Conduit. If Conduit has determined not to make a proposed purchase, the Agent shall promptly send notice of the proposed purchase to all of the Banks concurrently by telecopier, telex or cable specifying the date of such purchase. Such notice shall also set forth (i) the Purchase Price to be paid by each such Bank, which shall be equal to each Bank's Percentage multiplied by the aggregate amount of Capital Investment of the Receivable Interest being purchased and (ii) whether the Yield for such Receivable Interest is to be computed based on the Eurodollar Rate or on the Alternate Base Rate; provided, however, that the Eurodollar Rate may be used only if the related Purchase Notice is given at least two Business Days prior to the proposed Purchase Date.
Subsequent Purchases After the Closing Date, until the Purchase and Sale Termination Date, each Receivable and the Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator to the Buyer immediately (and without further action) upon the creation of such Receivable.
VWAP Purchases Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described in Section 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern time on the Business Day immediately preceding the VWAP Purchase Date), the Company shall also have the right but not the obligation to direct the Buyer by the Company’s delivery to the Buyer of a VWAP Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (each such purchase, a “VWAP Purchase”) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at least 100,000 Purchase Shares to the Buyer. A VWAP Purchase shall automatically be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Buyer an amount of Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however, the Buyer will immediately return to the Company any amount of Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in connection with such VWAP Purchase. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company. The Company may deliver additional VWAP Purchase Notices to the Buyer from time to time so long as the most recent purchase has been completed. The Company may, by written notice to the Buyer, in its sole discretion at any time after the date of this Agreement, irrevocably terminate this Section 1(c) and its right to direct the Buyer to make VWAP Purchases.
Accounting for Purchases Account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than as sales of the Receivables and Related Rights by such Originator to the Company.
Payment for Purchase Shares For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the third Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase or Accelerated Purchase (as applicable) within three (3) Business Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(c), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase or Accelerated Purchase (as applicable), then the Company shall, within three (3) Business Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated Purchase (as applicable). The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase or Accelerated Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.
