Exhibit 10.30**CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[****]” HASBEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED**PURCHASE AND SALE AGREEMENT     This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modifiedfrom time to time, this “Agreement”), dated as of September 30, 2005 (the “Effective Date”), isamong COLLEGIATE FUNDING SERVICES, L.L.C., a Virginia limited liability company (“Seller”), THEBANK OF NEW YORK, not in its individual capacity but solely as eligible lender trustee for theseller (in such capacity, the “Seller Trustee”) for the benefit of Seller, JPMORGAN CHASE BANK,N.A., as purchaser (“Purchaser”, which term includes any Affiliate of JPMorgan Chase Bank, N.A.that signs an amendment to the Agreement agreeing to be a “Purchaser” hereunder) and JPMORGAN CHASEBANK, N.A., not in its individual capacity but solely as eligible lender trustee for the purchaser(in such capacity, the “Purchaser Trustee”).WITNESSETH:     WHEREAS, Seller, through its affiliates, is engaged in a program of originating, purchasingand financing Student Loans;     WHEREAS, Purchaser will also engage in a program of purchasing and financing Student Loans;     WHEREAS, the Purchaser, by and through the Purchaser Trustee, desires to purchase from theSeller, by and through the Seller Trustee certain Student Loans, title to which will be held by thePurchaser Trustee pursuant to the Purchaser Trust Agreement, and the Seller, by and through theSeller Trustee, desires to sell certain Student Loans to the Purchaser, in accordance with theterms and conditions of this Agreement; and     NOW THEREFORE, in consideration of the foregoing premises and mutual covenants hereincontained, the parties hereto hereby agree as follows:ARTICLE IDEFINITIONS     The following words and terms used in this Agreement shall have the following meanings:     “Affiliate” when used with respect to a Person, means any other Person controlling,controlled by, or under common control with, such Person.
 

 
     “Aggregate Purchase Price” means with respect to a Portfolio of Student Loans, theamount determined pursuant to Appendix A of this Agreement.     “Business Day” means a day on which the commercial banks in New York City are notauthorized or required to be closed for business.     “Collections” means, with respect to any Student Loan, (i) all funds which arereceived by Seller or the Seller Trustee, any Servicer or any other Person on behalf of Seller fromor on behalf of the related Obligors in payment of any amounts owed (including, without limitation,all Interest Subsidy Payments, Special Allowance Payments, Guarantee Payments, ReimbursementPayments, finance charges, interest and all other charges) in respect of such Student Loan, orapplied to such amounts owed by such Obligors, (ii) all funds received pursuant to the ServicingAgreements, including all payments representing the purchase price of any repurchased Student Loan,and (iii) all funds received by Seller or the Seller Trustee pursuant to purchase and saleagreements or from any other source in respect of such Student Loan.     “Commitment Amount” means $500,000,000.     “Cut-off Date” has the meaning set forth in Section 2.1.     “Department” means the United States Department of Education, or any successor theretoor to the functions thereof.     “Eligible Student Loan” means a FFELP Loan which (i) has been or will be made to aborrower for post-secondary education; (ii) is Guaranteed; (iii) is a consolidation loan authorizedunder Section 428C of the Higher Education Act, (iv) qualifies the holder thereof to receiveInterest Subsidy Payments and Special Allowance Payments to the extent applicable; (v) which isdenominated and payable only in United States dollars and payable in the United States or one ofits territories; (vi) which, at the time such Student Loan is sold to Purchaser, is not consideredin default under the Higher Education Act; (vii) which, on the date of sale, is not more than 90days delinquent; (viii) which is or was originated or acquired in the ordinary course of business;(ix) which is beneficially owned by the Seller; (x) which is evidenced by a promissory note ofwhich there is only one original executed copy; (xi) which is not subject to any right ofcancellation or rescission (after 120 days from reimbursement thereof), set-off, counterclaim, orother defense of the related obligor; (xii) the obligor of which, at the time such Student Loan issold to Purchaser, is not the subject of an event of bankruptcy and is not deceased or permanentlyand totally disabled within the meaning of the Higher Education Act; (xiii) which together with thecontract related thereto, does not contravene in any material respect the Higher Education Act orany other laws, rules, or regulations applicable thereto; (xiv) the obligor of which is required tomake payments to the Servicer; (xv) which is assignable without the consent of the related obligor;(xvi) which bears interest at a rate not in excess of that applicable rate of interest permitted bythe Higher Education Act at the time originated for such type of loan; (xvii) which provides or,when the payment schedule with respect thereto is determined, will provide for payments on aperiodic basis that will fully amortize the principal balance thereof during the repayment period,as such payment period may be modified in accordance with applicable deferral and forbearanceperiods granted in accordance with the Higher Education Act and the applicable Guarantee Agreement;(xviii) the payment terms of which have not been altered oramended except in accordance with the Higher Education Act; and (xix) as of the applicableSale Date, is not more than 180 days past its origination date.
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     “Event of Termination” has the meaning set forth in Section 7.2.     “FFELP Loan” means a Federal Consolidation Loan under the FFELP Program.     “FFELP Program” means the Federal Family Education Loan Program authorized under theHigher Education Act, including Federal Stafford Loans authorized under Sections 427 and 428thereof, Federal Supplemental Loans for Students authorized under Section 428A thereof. FederalPLUS Loans authorized under Section 42XB thereof, Federal Consolidation Loans authorized underSection 428C thereof and Unsubsidized Stafford Loans authorized under Section 428H thereof.     “Guarantee” or “Guaranteed” means, with respect to a FFELP Loan, the guaranteeby the Guarantee Agency, in accordance with the terms and conditions of the Guarantee Agreement, ofthe principal of and accrued interest on the FFELP Loan to the maximum extent permitted under theHigher Education Act on FFELP Loans which have been originated, held and serviced in fullcompliance with the Higher Education Act, and the coverage of the FFELP Loan by the ReimbursementContracts providing, among other things, for reimbursement to the Guarantee Agency for lossesincurred by it on defaulted Eligible Student Loans guaranteed by it to the extent of the maximumreimbursement allowed by the Reimbursement Contracts.     “Guarantee Agency” means a state agency or a private nonprofit institution ororganization which administers a guarantee program within a state or any successors and assigneesthereof administering the guarantee program which has entered into a Guarantee Agreement with thePurchaser Trustee on behalf of the Purchaser.     “Guarantee Agreement” means any of, and “Guarantee Agreements” means all of,the agreements pursuant to which a Guarantor guarantees Student Loans that are FFELP Loanstransferred pursuant to this Agreement as of the Sale Date for such Student Loans.     “Guarantors” means the entities set forth on Appendix B to this Agreement.     “Guarantee Payment” means any payment by a Guarantor pursuant to a Guarantee Agreementin respect of a Student Loan.     “Governmental Authority” means any nation or government, any state or other politicalsubdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, anybody or entity exercising executive, legislative, judicial, regulatory or administrative functionsor pertaining to government, including without limitation any court, and any Person owned orcontrolled, through stock or capital ownership or otherwise, by any of the foregoing.     “Higher Education Act” means the Higher Education Act of 1965, as amended orsupplemented from time to time, or any successor federal act, together with any rules, regulationsand interpretations promulgated thereunder.
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     “Initial Purchase Period” means the one year period from and including the EffectiveDate through but excluding the first anniversary of the Effective Date.     “Interest Subsidy Payments” means payments, designated as such, consisting of interestsubsidies to Seller by the Department in respect of Student Loans that are FFELP Loans inaccordance with the Higher Education Act.     “Lien” means any interest in property securing an obligation owed to, or a claim by, aPerson other than the owner of the property, whether such interest is based on common law, statuteor contract, and including but not limited to the security interest lien arising from a mortgage,encumbrance, pledge, assignment, conditional sale or trust receipt for a lease, consignment orbailment for security purposes.     “Material Adverse Effect” with respect to any event or circumstance and any Person,means a material adverse effect on: (i) the business, assets, financial condition, prospects or operations of suchPerson;  (ii) the ability of such Person to perform its obligations under this Agreement;  (iii) the validity, enforceability or collectibility of this Agreement, a materialamount of the Student Loans or the Student Loan Notes, or the Servicing Agreements orthe Guarantee Agreements;  (iv) the status, existence, perfection, priority or enforceability of Purchaser’sinterest in the Student Loans and Related Assets sold hereunder; or  (v) a Guarantor’s obligation to guarantee payment of a Student Loan.     “Notice of Release” shall have the meaning set forth in the Warehouse Indenture.     “Obligor” means a Person obligated to make payments with respect to a Student Loan,including the students, Guarantors and the Department.     “Originator” means the Seller or any originator of FFELP Loans that controls, iscontrolled by or is under common control with the Seller or from whom the Seller has purchasedFFELP Loans or applications for FFELP Loans.     “Person” means an individual, partnership, corporation (including a business trust),joint stock company, limited liability company, trust, unincorporated association, joint venture,government or any agency or political subdivision thereof or any other entity.     “Portfolio” means a group of Student Loans sold on a Sale Date by the Seller Trusteeto the Purchaser Trustee pursuant to Section 2.1 hereof.     “Purchased Assets” has the meaning set forth in Section 2.2(b).     “Purchaser” has the meaning set forth in the preamble to this Agreement.
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     “Purchaser Trust Agreement” means the eligible lender trust agreement between thePurchaser Trustee and the Purchaser, pursuant to which the Purchaser Trustee will hold legal titleto the Student Loans, for which the Purchaser is the beneficial owner.     “Reauthorization Event” means final approval by the House, Senate and President of theUnited States of reauthorization of the Higher Education Act containing provisions, in theaggregate, materially less favorable to the Purchaser as a lender than those currently in effect asof the date of this Agreement; provided that a Reauthorization Event shall not be deemed to occurwith respect to any provision until such provision has been promulgated and has gone intoeffect.     “Refund Event” has the meaning set forth in Section 3.4.     “Reimbursement Contract” means the agreements between the Guarantors and theDepartment providing for the payment by the Secretary of amounts authorized to be paid pursuant tothe Higher Education Act.     “Reimbursement Payment” means any payment by the Secretary pursuant to a ReimbursementContract in respect of a Student Loan that is transferred to Purchaser pursuant to this Agreement.     “Related Assets” means, with respect to any Student Loan: (a) all of Seller’s andSeller Trustee’s right, title and interest in and to the Student Loan Note(s) representing suchStudent Loan; (b) all of Seller’s and Seller Trustee’s rights with respect to such Student Loanunder any other agreement or arrangement, including without limitation any Guarantee Agreement orother guarantee or arrangement supporting or securing payment of such Student Loan, any ServicingAgreement, any purchase and sale agreement and any origination agreement; (c) all securityinterests or liens and property subject thereto from time to time purporting to secure payment ofsuch Student Loan, whether pursuant to the Student Loan Note related to such Student Loan orotherwise; (d) all UCC financing statements covering any collateral securing payment of suchStudent Loan; (e) all of Seller’s and Seller Trustee’s right, title and interest in and to allInterest Subsidy Payments and Special Allowance Payments with respect to such Student Loan; (f) allborrower interest with respect to such Student Loan; (g) all origination fees, other up-front feesand other reserve amounts with respect to such Student Loan; (h) all books and records (includingcomputer tapes and disks) related to the foregoing, and (i) all Collections and other proceeds ofany and all of the foregoing.     “Sale Date” means any date as of which the Purchaser, in accordance with the terms ofSection 2.1, purchases a Portfolio of Student Loans from the Seller Trustee (on behalf of theSeller) or the Seller.     “Secretary” means the Secretary of the Department or an official or employee of theDepartment acting for the Secretary under a delegation of appointment.     “Seller” has the meaning set forth in the preamble to this Agreement.     “Seller Trustee” has the meaning set forth in the preamble to this Agreement.
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     “Seller Trust Agreement” means the eligible lender trust agreement between the SellerTrustee and the Seller, pursuant to which the Seller Trustee will hold legal title to the StudentLoans, for which the Seller is the beneficial owner.     “Servicer” means CFS-SunTech Servicing LLC.     “Servicer Event of Default” means the occurrence of an event allowing the Purchaser toterminate the Servicing Agreement pursuant to Section 10(b) of the Servicing Agreement, aftergiving effect to any applicable cure period.     “Servicing Agreement” means the loan servicing agreement, dated as of September 30,2005, between the Purchaser and the Servicer.     “Solvent” means, with respect to any Person at any time, a condition under which: (i) the fair value and present fair saleable value of such Person’s total assetsis, on the date of determination, greater than such Person’s total liabilities(including contingent and unliquidated liabilities) at such time;  (ii) the fair value and present fair saleable value of such Person’s assets isgreater than the amount that will be required to pay such Person’s probable liabilityon its existing debts as they become absolute and matured (“debts”, for this purpose,includes all legal liabilities, whether matured or unmatured, liquidated orunliquidated, absolute, fixed, or contingent);  (iii) such Person is and shall continue to be able to pay all of its liabilities assuch liabilities mature; and  (iv) such Person does not have unreasonably small capital with which to engage inits current and in its anticipated business.For purposes of this definition: (A) the amount of a Person’s contingent or unliquidated liabilities at any timeshall be that amount which, in light of all the facts and circumstances then existing,represents the amount which can reasonably be expected to become an actual or maturedliability;  (B) the “fair value” of an asset shall be the amount which may be realized within areasonable time either through collection or sale of such asset at its regular marketvalue;  (C) the “regular market value” of an asset shall be the amount which a capable anddiligent business person could obtain for such asset from an interested buyer who iswilling to purchase such asset under ordinary selling conditions; and
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 (D) the “present fair saleable value” of an asset means the amount which can beobtained if such asset is sold with reasonable promptness in an arms length transactionin an existing and not theoretical market.     “Special Allowance Payments” means payments, designated as such, consisting ofeffective interest subsidies by the Department in respect of Student Loans that are FFELP Loans inaccordance with the Higher Education Act.     “Student Loan” means a FFELP Loan originated by an Originator under an approved lenderidentification number issued by the Department.     “Student Loan Notes” means the promissory notes or other writings or recordsevidencing the Student Loans including, solely with respect to FFELP Loans, any promissory noteevidenced by an electronic promissory note or an electronic record or with respect to which thesignature of the obligor is an electronic signature.     “Subsequent Purchase Period” means the one year period from and including the firstanniversary of the Effective Date through but excluding the second anniversary of the EffectiveDate.     “Termination Date” means the earlier of the “Termination Date” as set forth in Article7 and the last day of the Initial Purchase Period or the Subsequent Purchase Period, as applicable.     “Unmatured Event of Termination” means any event which, with the giving of notice orlapse of time, or both, would become an Event of Termination.     [****]     “Warehouse Indenture” means that certain Amended and Restated Indenture, dated as ofNovember 4, 2004 (as amended, supplemented or modified), among Collegiate Funding ServicesResources I, LLC, CRC Funding, LLC, CAFCO, LLC, Falcon Asset Securitization Corporation, JupiterSecuritization Corporation and Park Avenue Receivables Corporation, the financial institutions fromtime to time party thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank) andCiticorp North America, Inc., as funding agents, Citicorp North America, Inc., as agent forLenders, The Bank of New York, as indenture trustee, eligible lender trustee and as securitiesintermediary, Collegiate Funding Portfolio Administration, L.L.C., as administrator, and CollegiateFunding Master Servicing, L.L.C., as master servicer.     “Warehouse Seller” means Collegiate Funding Services Resources I, LLC.ARTICLE IISTUDENT LOAN SALES     2.1 Student Loan Sales. On the terms and subject to the conditions of this Agreement(including Article III hereof), and in express reliance upon the representations, warranties andcovenants set forth herein, during each of the Initial Purchase Period and, if applicable, theSubsequent Purchase Period, Seller and the Seller Trustee (in its capacity as title holder to such
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Student Loans) agrees to sell to the Purchaser and the Purchaser Trustee and the Purchaser andthe Purchaser Trustee agree to purchase from the Seller, all of the right, title and interest ofeach such Person, respectively, in certain Portfolios of Student Loans plus accrued and unpaidinterest thereon, together with all Related Assets associated with such Student Loans, in anaggregate unpaid principal amount equal to $500,000,000. The Aggregate Purchase Price for allPortfolios of Student Loans shall be determined as set forth in Appendix A attached hereto;provided that such Aggregate Purchase Price may be amended, by mutual agreement of the Purchaserand the Seller, to accommodate proposed changes to borrower benefit or interest rate reductionprograms for Student Loans sold under this Agreement. Portfolios of Student Loans shall bepurchased from the Seller and the Seller Trustee (in its capacity as title holder to such StudentLoans) hereunder by the Purchaser and Purchaser Trustee from time to time during the InitialPurchase Period and the Subsequent Purchase Period, if applicable, by the execution and delivery ofa preliminary Purchase and Sale Request and Bill of Sale for each purchase of a Portfolio in theforms set forth in Exhibit A and Exhibit B, respectively. The Sale Date for suchPortfolio of Student Loans shall be (i) the second Business Day following delivery of thepreliminary Purchase and Sale request if such delivery occurs on or prior to 1:00 P.M. (EasternTime) or (ii) the third Business Day following delivery of the preliminary Purchase and Salerequest if such delivery occurs after 1:00 p.m. (Eastern Time). On the Sale Date, the Seller shalldeliver to the Purchaser a final Purchase and Sale request reflecting information as of the closeof business on the immediately preceding day (the “Cut-off Date”). However, if the final Purchaseand Sale request is delivered to the Purchaser after 10:00 A.M. (Eastern Time), the Sale Date shallbe the immediately succeeding Business Day.          A list of the Student Loans contained in such Portfolio, the borrower benefit program orinterest rate reduction program, if any, applicable to the Student Loans shall be set forth on theapplicable Loan Transfer Schedule attached as Schedule A to the Bill of Sale. Subsequentpurchases of Portfolios of Student Loans shall be purchased on a monthly basis, with a minimumaggregate unpaid principal amount of $50,000,000 for the Student Loans in such Portfolio. ThePurchaser will be entitled to all payments in respect of the Portfolio of Student Loans receivedafter the applicable Cut-off Date.     2.2 True Sales. (a) Each of the Seller, Seller Trustee, Purchaser Trustee and thePurchaser intend the transactions hereunder to constitute true sales of the Student Loans andRelated Assets with respect thereto by the Seller Trustee (on behalf of the Seller) to thePurchaser Trustee (on behalf of the Purchaser) providing the Purchaser Trustee with all of theSeller Trustee’s right, title and interest in and to the Student Loans and Related Assets withrespect thereto, and no party hereto intends the transactions contemplated hereunder to be, or forany purpose to be characterized as, a loan from (i) the Purchaser and/or Purchaser Trustee, on onehand to (ii) the Seller and/or the Seller Trustee on the other hand.     (b) In the event (but only to the extent) that the conveyance of Student Loans and the RelatedAssets with respect thereto hereunder is characterized by any Governmental Authority as a loanrather than a sale or contribution, this Agreement shall be deemed to constitute a securityagreement and the Seller and the Seller Trustee shall be deemed hereunder to have granted to thePurchaser and the Eligible Lender Trustee, and the Seller and the Seller Trustee hereby assign andgrant to the Purchaser, a security interest in and continuing lien on all of their right, title andinterest now or hereafter acquired or existing in to and under all such Student Loans and the
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Related Assets with respect thereto (collectively, the “Purchased Assets”) to secure theobligations of the Seller and the Seller Trustee to the Purchaser (including the repayment of aloan deemed to have been purchased by the Purchaser to the Seller and Seller Trustee in an amountequal to the sum of the Aggregate Purchase Prices paid hereunder which secures the Purchaser’srights to receive all collections on and proceeds of the Purchased Assets). Each of the Seller andthe Seller Trustee authorizes the Purchaser to file any and all financing statements deemednecessary by the Purchaser to perfect the security interest described herein.     2.3 Reauthorization Event. If Purchaser or Seller reasonably determines that aReauthorization Event has occurred, it shall give written notice to the Seller or Purchaser, asapplicable, of the basis for its determination, including appropriate documentation supporting suchdetermination. Within thirty (30) days after delivery of such notice, the parties shall commencegood faith negotiations to determine a revised method of determining the Aggregate Purchase Pricethat will, to the extent possible, retain the benefit of the bargain for the parties. If thePurchaser and Seller are not able to determine such revised method of determining the AggregatePurchase Price after one hundred eighty (180) days of good faith negotiations, then either partymay give written notice to the other that an Event of Termination has occurred.ARTICLE IIISALE/PURCHASE OF STUDENT LOANS     3.1 Conditions to Initial Purchase. The purchase of the initial Portfolio hereunderis subject to the condition precedent that Purchaser shall have received, on or before the initialSale Date, the following, and each in form, substance and date satisfactory to Purchaser:     (a) A copy of the resolutions of the Board of Managers of Seller authorizing the transactionscontemplated hereby, certified by the Secretary or Assistant Secretary of Seller;     (b) A favorable opinion of in-house counsel to the Seller, dated the initial Sale Date,substantially in the form of Exhibit F attached hereto;     (c) A favorable opinion of Stroock & Stroock & Lavan LLP in its capacity as counsel to theSeller, dated the initial Sale Date, substantially in the form of Exhibit G attached hereto;     (d) Financing statements on Form UCC-1 naming (i) the Seller as debtor and Purchaser and as asecured party, (ii) naming Seller Trustee as debtor and Purchaser Trustee as a secured party, (iii)the Warehouse Seller as debtor and Seller as secured party and (iv) naming Seller Trustee as debtorand Seller as a secured party, in proper form for filing in the office in which the filings arenecessary or, in the opinion of Purchaser, desirable under the UCC or any comparable law of allappropriate jurisdictions to perfect the interest of Purchaser in the Purchased Assets transferredhereunder;     (e) A search report provided in writing to Purchaser by the applicable filing offices, listingall effective financing statements that name Seller or Warehouse Seller as debtor and that arefiled in the jurisdictions where Seller and Warehouse Seller, respectively have had their principalplace of business and chief executive offices during the five year period ending on the
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date hereof as well as in the jurisdictions in which the Seller and Warehouse Seller are“located” as defined in Section 9-307 of the UCC, together with copies of such financingstatements;     (f) An executed copy of the Servicing Agreement, along with the documents required to bedelivered pursuant to Sections 21(a), (b) and (c) thereof;     (g) A certificate of the secretary or assistant secretary of Seller certifying to (i) thenames and true signatures of the officers authorized on its behalf to sign this Agreement to bedelivered by it (on which certificate the Purchaser may conclusively rely until such time as thePurchaser receives notice otherwise from Seller), (ii) a copy of the Certificate of Formation ofSeller, (iii) a copy of the Limited Liability Company Agreement of Seller, (iv) a good standingcertificate for the Seller, issued by the State of Virginia, dated as of a recent date (v) theresolutions authorizing the transactions pursuant to this agreement have not been repealed oramended; and     (h) A copy of each executed Guarantee Agreement of Seller or Seller Trustee and Purchaser orPurchaser Trustee relating to the Student Loans being sold on the initial Sale Date.     3.2 Conditions to all Purchases. All purchases hereunder (including the initialpurchase) and Purchaser’s obligations to pay the Aggregate Purchase Price therefor shall be subjectto the following conditions precedent:     (a) all representations, warranties and statements by or on behalf of Seller contained in thisAgreement shall be true and correct on the applicable Sale Date, and Seller shall be in compliancewith all agreements and covenants contained in this Agreement;     (b) Purchaser shall have received a certificate from an authorized officer of the Sellercertifying as to the matters set forth in (a) above;     (c) the entire interest of Seller in each Student Loan in the Portfolio shall have been dulyassigned by endorsement to Purchaser, such endorsement to be without recourse except as providedherein, and all Student Loan Notes and all other books, records and documents evidencing suchStudent Loans and the Related Assets with respect thereto have been delivered to the applicableServicer in accordance with the applicable Servicing Agreement. The Purchaser acknowledges thatthe Student Loans will be purchased on-system at the Servicer. Accordingly, from and after theSale Date, the Student Loans and Student Loan files will continue to be maintained and serviced bythe Servicer;     (d) The Notice of Release shall be effective with respect to the Student Loans to be purchasedon such Sale Date in accordance with the terms of the Warehouse Indenture;     (e) Seller shall have complied with the conditions set forth in Section 2.1 hereof;and     (f) The Purchaser shall have received a copy of each executed Guarantee Agreement entered intoafter the initial Sale Date by the Seller or Seller Trustee and the Purchaser or Purchaser Trusteerelating to the Student Loans being sold on such Sale Date, to the extent such Guarantee Agreementhas not previously been delivered to the Purchaser.
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     By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shallbe deemed to have certified that the conditions contained in this Section 3.2 have been satisfied.Upon any such acceptance of the Aggregate Purchase Price, title to the Purchased Assets transferredon such Sale Date shall be vested absolutely in the Purchaser, whether or not such conditions werein fact so satisfied.     Unless within sixty (60) days after the applicable Sale Date the Seller is notified to thecontrary, it shall thereafter be presumed that the documents required to be delivered pursuant tothis Agreement were delivered by the Seller in connection with the sale of Student Loans deliveredon the Sale Date; provided, however, that no such presumption shall exist with regard to thecontent, completeness, legality, validity, binding effect or enforceability of such documents.     3.3 Consummation of Sale and Purchase of Portfolios. To consummate the sale andpurchase of a Portfolio of Student Loans, on or before the applicable Sale Date, Seller and theSeller Trustee shall deliver to Purchaser and Purchaser Trustee such instruments of transfer,including a bill of sale, in the form attached hereto as Exhibit B, dated the applicableSale Date, and a blanket endorsement in the form attached hereto as Exhibit C with respectto the Portfolio to be sold. On the applicable Sale Date, the Seller and the Seller Trustee shallat the direction of the Seller, sell, transfer and convey to the Purchaser and Purchaser Trusteeall of the Seller’s and the Seller Trustee’s right, title and interest in, to and under the StudentLoans included in the Portfolio, all accrued and unpaid interest thereon and the Related Assetswith respect thereto free and clear of all Liens. Purchaser shall pay to Seller the AggregatePurchase Price for such Portfolio on the related Sale Date, which shall be paid by wire transfer toan account designated by the Seller. Upon the payment of the Aggregate Purchase Price, the sale andpurchase will be effective.     3.4 Premium Refund. Notwithstanding the foregoing, if within 60 days of a StudentLoan’s applicable Sale Date a “Refund Event” (as defined below) occurs with respect to such StudentLoan, the Seller shall refund to the Purchaser, within 30 days of Seller’s receipt of Purchaser’swritten request, an amount equal to the product of (i) the dollar amount of the premium paid byPurchaser for such Student Loan, as determined pursuant to Appendix A, and (ii) a fraction, thenumerator of which is the principal amount received by Purchaser in connection with such RefundEvent and the denominator of which is the principal amount of such Student Loan as of its Cut-offDate. A “Refund Event” means the refund (by one or more holders of the prior student loans thathave been consolidated into the Student Loans sold to the Purchaser) of some or all of theprincipal such previous holder received in connection with such consolidation.
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ARTICLE IVSELLER REPRESENTATIONS AND WARRANTIES     4.1 Representations and Warranties of Seller. Seller represents and warrants as ofthe date hereof and as of each Sale Date as follows:     (a) Organization, Powers. Seller is a limited liability company duly organized solelyunder the laws of the State of Virginia, is validly existing, is in good standing under the laws ofthe State of Virginia, has all necessary corporate power to carry on its present business, is dulylicensed or qualified in all jurisdictions where the nature of its activities require suchlicensing or qualifying, and has full power, right and authority to enter into this Agreement, tosell and assign Student Loans hereunder and to perform each and all of the matters and thingsherein provided.     (b) Seller Authority, etc. The execution, delivery and performance by Seller of thisAgreement and the transactions contemplated hereby and thereby have been duly authorized by allnecessary corporate action and this Agreement constitutes the legal, valid and binding obligationsof Seller enforceable against Seller in accordance with its terms, except to the extent thatenforceability may be limited by bankruptcy, insolvency, reorganization or other laws affectingcreditors’ rights generally and general principles of equity, regardless of whether suchenforceability is considered in a proceeding in equity or law.     (c) Compliance with Laws and Contracts. The execution, delivery and performance bySeller of this Agreement does not and will not (i) violate any provision of any law, rule,regulation, order, writ, judgment, injunction, decree, determination or award to which Seller orits property is subject, or of the articles of formation of Seller; (ii) result in a breach of orconstitute a default under the provisions of any indenture, loan or credit agreement or any otheragreement, lease or instrument to which Seller may be or is subject or by which it, or itsproperty, is bound; or (iii) result in, or require, the creation or imposition of any Lien on orwith respect of any of the properties of Seller, except as contemplated by this Agreement. Selleris not in violation of, or in default under, any such law, rule, regulation, order, writ, judgment,injunction, decree, determination or award or any such indenture, agreement, lease or instrument.     (d) Governmental Approvals. Seller has obtained all authorizations, consents,approvals, licenses, exemptions of or filings or registrations with all governmental commissions,regulatory bodies, boards, bureaus, agencies and instrumentalities, domestic or foreign, necessaryto the conduct of its business or necessary to the valid execution, delivery and performance bySeller of this Agreement (the “Approvals”), and such Approvals remain in full force and effect.     (e) Litigation. There is no action, suit, proceeding, inquiry or investigation at lawor in equity or before or by any court, public board or body pending or, to the knowledge ofSeller, overtly threatened in writing against or affecting the Seller wherein an unfavorabledecision, ruling or finding would have a Material Adverse Effect or which affects, or purports toaffect, the validity or enforceability against Seller of this Agreement.     (f) Perfected Interest. Immediately prior to the sale thereof by Seller to Purchaserhereunder, each Student Loan sold to Purchaser hereunder and the Related Assets related thereto, isowned by Seller (or, if applicable, by the Seller Trustee on behalf of Seller), free and clear ofany adverse claim, judgment or Lien other than any Lien created hereby and any Lien to be releasedpursuant to the Notice of Release delivered on the applicable Sale Date. Except for the filing ofthe financing statements referred to in Section 3.1(d), no further action, including any filing orrecording of any document, is necessary in order to establish, protect and perfect the interest ofPurchaser (or, if applicable, the Eligible Lender Trustee on behalf of Purchaser), as a
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first priority ownership interest in any applicable jurisdiction, including, withoutlimitation, any purchaser from, or creditor of, Seller (or, if applicable, by the Seller Trustee onbehalf of Seller). No financing statement or other instrument similar in effect covering any ofthe Student Loans sold hereunder or any interest therein is on file in any recording office exceptsuch as may be filed in favor of the Purchaser (in connection with this Agreement) or as has beenfiled under the Warehouse Indenture, which Lien shall be released pursuant to the Notice of Releasedelivered on the applicable Sale Date.     (g) Accuracy of Information. All information supplied by, or on behalf of, Seller inwriting to Purchaser in connection with this Agreement or the transactions contemplated hereby istrue and accurate in all material respects as of the date thereof stated or certified. Noinformation, exhibit or report furnished by or on behalf of Seller to the Purchaser in connectionwith this Agreement contained any material misstatement.     (h) Eligible Student Loans. Each Student Loan transferred by Seller (or, ifapplicable, by the Seller Trustee on behalf of Seller) to Purchaser hereunder was an EligibleStudent Loan as of the applicable Sale Date for such Student Loan. Each Student Loan sold toPurchaser hereunder has been duly executed and delivered and constitutes the legal, valid andbinding obligation of the Obligor thereof, enforceable in accordance with its terms.     (i) Borrower Benefits. The Loan Transfer Schedule attached as Schedule I to theapplicable Bill of Sale identifies each Student Loan to which any borrower benefit program orinterest rate reduction program applies. The precise terms of such programs are set forth inExhibit D attached hereto. No borrower benefits or interest rate reductions have accruedand not been paid and other than as set forth on Exhibit D (as such Exhibit may be amendedfrom time to time by agreement between Seller and Purchaser), no other borrower benefits apply.     (j) Capital of Seller. Both before and after giving effect to each transfer ofPurchased Assets hereunder, Seller is and will be Solvent.     (k) Material Adverse Effect. No Material Adverse Change in the condition of theSeller has occurred and is continuing since the date of its formation.     (l) Event of Termination. No Event of Termination or Unmatured Event of Terminationhas occurred.     (m) Title to Student Loans. The transfer of Student Loans and Related Assets withrespect thereto constitutes the absolute transfer of all right, title and interest of the Seller(and the Seller Trustee with respect thereto) of such Student Loans and Related Assets with respectthereto to the Purchaser, free and clear of any Lien or other adverse claim other than a Lien underthe Warehouse Indenture, which Lien shall be released pursuant to the Notice of Release deliveredon the applicable Sale Date.     (n) Endorsement of Student Loans. The Seller has endorsed each Student Loantransferred hereto to the Purchaser.     (o) Electronic Signatures. To the extent any Student Loan that is a FFELP Loantransferred pursuant to this Agreement is evidenced by an electronic promissory note or an
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electronic record, or to the extent the signature of the obligor on any Student Loan Noterepresenting a FFELP Loan that is transferred pursuant to this Agreement is an electronicsignature, the Seller has complied (and has ensured that such Student Loan and related Student LoanNote complies) with all regulations, standards and other requirements provided by the applicableGuarantor or the Department relating to the validity and enforceability of such Student Loan Note,including without limitation the US. Department of Education Standards for Electronic Signatures inElectronic Student Loan Transactions, as revised or supplemented from time to time.     (p) Physical Possession. Physical custody and possession of the Student Loans(inclusive of the promissory notes evidencing such loans and the related documentation inconnection with each thereof) are being held by the Servicer in the manner specified in theServicing Agreement.     (q) Marketable Title. Each Student Loan is beneficially owned and held by the Seller,and other than for liens being released on or prior to the related Sale Date, the Seller had goodand marketable title, and the Seller Trustee held record title, to each Student Loan and Seller hadfull right and authority to sell and assign the same free and clear of all liens, pledges,encumbrances or security interest of any nature.     4.2 Reassignment upon Breach. Each of Seller and the Purchaser, as the case may be,shall inform the others promptly, in writing, upon the discovery of any breach in any materialrespects of the representations and warranties made by Seller pursuant to Section 4.1. Followingthe occurrence of any such breach, the Student Loan as to which such representation and warrantyrelates shall be reassigned to and repurchased by the Seller (or the Seller Trustee on its behalf)(a “Reassignment”) at such time. In consideration of and simultaneously with theReassignment of such Student Loan, Seller shall pay to the Purchaser, by wire transfer to anaccount designated by Purchaser, an amount equal to the unpaid principal balance of such StudentLoan, plus accrued and unpaid interest thereon, plus any unamortized premium thereon (collectively,the “Reassignment Amount”). The unamortized premium for a Student Loan at the time of therepurchase shall be determined by multiplying the premium by a fraction, the numerator of which isthe number of months remaining in the repayment period and the denominator of which is the totalnumber of months in the repayment period. Purchaser and Eligible Lender Trustee shall execute suchdocuments reasonably requested by Seller in order to effect such reassignment and to release theirinterests therein. The remedy set forth in this subsection shall be the sole remedy of thePurchaser for the Seller’s breach of any representations or warranties set forth in this Agreement.ARTICLE VPURCHASER REPRESENTATIONS AND WARRANTIES     5.1 Representations and Warranties of Purchaser. Purchaser represents and warrants asof the date hereof and as of each Sale Date as follows:     (a) Organization, Powers. Purchaser is a national bank association duly organized,validly existing and in good standing under the laws of the United States of America, and has full
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power, right and authority to enter into this Agreement, to purchaser the Student Loanshereunder and to perform each and all of the matters and things herein provided.     (b) Purchaser Authority, etc. The execution, delivery and performance by Purchaser ofthis Agreement and the transactions contemplated hereby and thereby have been duly authorized byall necessary action and this Agreement constitutes the legal, valid and binding obligations ofPurchaser enforceable against Purchaser in accordance with its terms, except to the extent thatenforceability may be limited by bankruptcy, insolvency, reorganization or other laws affectingcreditors’ rights generally and general principles of equity, regardless of whether suchenforceability is considered in a proceeding in equity or law.     (c) No Violation. The execution, delivery and performance by Purchaser of thisAgreement does not and will not violate any provision of any law, rule, regulation, order, writ,judgment, injunction, decree, determination or award to which would have a material adverse effecton the performance by Purchaser of its obligations under this Agreement, or of the articles ofassociation or bylaws of Purchaser.ARTICLE VIADDITIONAL OBLIGATIONS AND RIGHTS IN RESPECT OF THE SOLD