Common use of CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, covering the applicable Loans offered by Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, including the insurance interest of the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Blue Ridge Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, covering the applicable Loans offered by Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, including the insurance interest of the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding shall provide a blanket endorsement transferring the entire interest of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Blue Ridge Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Blue Ridge Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding and dated the date of the related Xxxx of Sale. Town Center Blue Ridge Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Blue Ridge Funding Eligible Lender Trustee on behalf of Town Center Blue Ridge Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Blue Ridge Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. In furtherance of the foregoing, each of Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center SLM National Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center SLM National Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center SLM National Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center SLM National Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, covering the applicable Loans offered by Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, including the insurance interest of the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center SLM National Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding shall provide a blanket endorsement transferring the entire interest of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center SLM National Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center SLM National Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding and dated the date of the related Xxxx of Sale. Town Center SLM National Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center SLM National Funding Eligible Lender Trustee on behalf of Town Center SLM National Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center SLM National Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, covering the applicable Loans offered by Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, including the insurance interest of the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Red Wolf Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Red Wolf Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Red Wolf Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Red Wolf Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Red Wolf Funding and the Town Center Red Wolf Funding Eligible Lender Trustee for the benefit of Town Center Red Wolf Funding, covering the applicable Loans offered by Town Center Red Wolf Funding and the Town Center Red Wolf Funding Eligible Lender Trustee for the benefit of Town Center Red Wolf Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Red Wolf Funding and the Town Center Red Wolf Funding Eligible Lender Trustee for the benefit of Town Center Red Wolf Funding, including the insurance interest of the Town Center Red Wolf Funding Eligible Lender Trustee for the benefit of Town Center Red Wolf Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Red Wolf Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement – Master (VG FUNDING) (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding [SPE Seller] shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], covering the applicable Loans offered by Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], including the insurance interest of the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan.. Town Center Funding Purchase Agreement 11 (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Town Center Funding Purchase Agreement 12 (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; andand Purchase Agreement – Master (BLUEMONT FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (BLUEMONT FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, covering the applicable Loans offered by Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, including the insurance interest of the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding shall provide a blanket endorsement transferring the entire interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center VL Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center VL Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding and dated the date of the related Xxxx of Sale. Town Center VL Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center VL Funding Eligible Lender Trustee on behalf of Town Center VL Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center SLM National Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center SLM National Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center SLM National Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center SLM National Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, covering the applicable Loans offered by Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center SLM National Funding and the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, including the insurance interest of the Town Center SLM National Funding Eligible Lender Trustee for the benefit of Town Center SLM National Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center SLM National Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; andand Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding [SPE Seller] shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], covering the applicable Loans offered by Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], including the insurance interest of the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding [SPE Seller] shall provide a blanket endorsement transferring the entire interest of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding [SPE Seller] in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding [SPE Seller] also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding [SPE Seller] shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding [SPE Seller] shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding [SPE Seller] and dated the date of the related Xxxx of Sale. Town Center Funding [SPE Seller] agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding [SPE Seller] Eligible Lender Trustee on behalf of Town Center Funding [SPE Seller] to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding [SPE Seller] hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding [SPE Seller] or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement - Master (VG FUNDING) (A) Activities Prior to the Related Purchase Date Town Center VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) Purchase Agreement – Master (TOWN CENTER FUNDING) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement — Master (TOWN CENTER FUNDING) (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement. Purchase Agreement — Master (TOWN CENTER FUNDING)

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) 11 (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) 12 any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement - Master (VG FUNDING) (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Blue Ridge Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, covering the applicable Loans offered by Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, including the insurance interest of the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding Purchase Agreement 10 Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Bluemont Funding Purchase Agreement 11 (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement — Master (BLUEMONT FUNDING) (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx Bxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx Bxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx Bxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx Bxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx Bxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Attorney (H) Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement – Master (TOWN HALL FUNDING) (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement – Master (TOWN HALL FUNDING) (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VL Funding Purchase Agreement 10 VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VL Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, covering the applicable Loans offered by Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, including the insurance interest of the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding shall provide a blanket endorsement transferring the entire interest of Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center VL Funding and the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. VL Funding Purchase Agreement 11 (E) Officer’s Certificate Town Center VL Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center VL Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center VL Funding Eligible Lender Trustee for the benefit of Town Center VL Funding and dated the date of the related Xxxx of Sale. Town Center VL Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center VL Funding Eligible Lender Trustee on behalf of Town Center VL Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Xxxxxxx Xxxxxxxx Xxxxxxxxx – Master (TOWN CENTER FUNDING) Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center Funding [SPE Seller] shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], covering the applicable Loans offered by Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Funding [SPE Seller] and the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], including the insurance interest of the Town Center Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Center Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (BLUEMONT FUNDING) 11 (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Purchase Agreement – Master (TOWN HALL FUNDING) (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; andand Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Purchase Agreement – Master (TOWN CENTER FUNDING) Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement – Master (VG FUNDING) (A) Activities Prior to the Related Purchase Date Town Center VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) Purchase Agreement – Master (TOWN CENTER FUNDING) 11 and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) 12 cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement – Master (VG FUNDING) 10 (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Town Hall Funding Purchase Agreement 11 (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement. Town Hall Funding Purchase Agreement 12

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has b)has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states c)states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Purchase Agreement — (VG Funding) VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Bluemont Funding Purchase Agreement 10 (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Bluemont Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, covering the applicable Loans offered by Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, including the insurance interest of the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Bluemont Funding and the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Bluemont Funding Purchase Agreement 11 (E) Officer’s Certificate Town Center Bluemont Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Bluemont Funding Eligible Lender Trustee for the benefit of Town Center Bluemont Funding and dated the date of the related Xxxx of Sale. Town Center Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Bluemont Funding Eligible Lender Trustee on behalf of Town Center Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Purchase Agreement – Master (VG FUNDING) VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center VG Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, covering the applicable Loans offered by Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center VG Funding and the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, including the insurance interest of the Town Center VG Funding Eligible Lender Trustee for the benefit of Town Center VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx Bxxx of Sale. (C) Xxxx Bxxx of Sale/Loan Transmittal Summary Form Town Center Blue Ridge Funding shall deliver to Funding: (i) a Xxxx Bxxx of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, covering the applicable Loans offered by Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their assignees all right, title and interest of Town Center Blue Ridge Funding and the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, including the insurance interest of the Town Center Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Center Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx Bxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx Bxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx Bxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, covering the applicable Loans offered by Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee on behalf of Funding and their its assignees all right, title and interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, including the insurance interest of the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and and Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding shall provide a blanket endorsement transferring the entire interest of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding and dated the date of the related Xxxx of Sale. Town Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Funding Eligible Lender Trustee on behalf of Town Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) cause to be individually endorsed in the name of Town Center Funding and the Town Center Funding Eligible Lender Trustee for the benefit of Town Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Center Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Center Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Center Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related Xxxx of Sale. (C) Xxxx of Sale/Loan Transmittal Summary Form Town Center Hall Funding shall deliver to Funding: (i) a Xxxx of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, covering the applicable Loans offered by Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee Trustee, on behalf of Funding Funding, and their assignees assignees, all right, title and interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, including the insurance interest of the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Center Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related Xxxx of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related Xxxx of Sale, identifying each of the Eligible Loans which is the subject of the related Xxxx of Sale and setting forth the unpaid Principal Balance of each such related Loan.. Town Hall Funding Purchase Agreement 11 (D) Endorsement Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Center Hall Funding shall furnish to Funding, with each Xxxx of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such Xxxx of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Center Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding and dated the date of the related Xxxx of Sale. Town Center Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related Xxxx of Sale, including the Loan Transmittal Summary Form attached to that Xxxx of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Center Hall Funding Eligible Lender Trustee on behalf of Town Center Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related Xxxx of Sale. (G) Power of Attorney Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Center Hall Funding and the Town Center Hall Funding Eligible Lender Trustee for the benefit of Town Center Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Center Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Town Hall Funding Purchase Agreement 12 (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.