Common use of Particular—VG Funding Clause in Contracts

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING) (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING)) 13 (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) 14 Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security Purchase Agreement – Master (VG FUNDING) interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Purchase Agreement – Master (VG FUNDING) Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – - Master (VG FUNDING) (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – - Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “"Accounts” " within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “"Accounts” " within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security Purchase Agreement - Master (VG FUNDING) interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Purchase Agreement - Master (VG FUNDING) Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – - Master (VG FUNDING) (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy);; Purchase Agreement - Master (VG FUNDING) (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts“ Accounts ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts“ Accounts ” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any the Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, on behalf of Funding, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “"Accounts” " within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the The Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute transfer and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a the repurchase of the Purchased Loan repurchase or substitution repurchased by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Each Purchased Loans constitute “Accounts” within Loan has been duly made and serviced in accordance with the meaning provisions of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Datedays, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, Purchase Agreement – Master (VG FUNDING) free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;; Purchase Agreement – Master (VG FUNDING) (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, Purchase Agreement – Master (VG FUNDING) free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Purchased Loans constitute “Accounts” within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act;; Purchase Agreement – Master (VG FUNDING) (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.

Particular—VG Funding. VG Funding represents and warrants to Funding and the Interim Eligible Lender Trustee on behalf of Funding as to the Purchased Loans purchased by Funding under the Initial Purchase Agreement with respect to the Initial Loans, or each Additional Purchase Agreement with respect to any Additional Loans or Substituted Loans that as of the Original Purchase Date and the Closing Date or the date of the related Purchase Agreement, as applicable: (i) The VG Funding Eligible Lender Trustee for the benefit of VG Funding has good and marketable title to, and is the sole owner of, the Purchased Loans, free and clear of all security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets, defenses or counterclaims have been asserted or threatened with respect to those Loans; Purchase Agreement – Master (VG FUNDING); (ii) These Master Terms create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Loans in favor of the Interim Eligible Lender Trustee, on behalf of Funding, which security interest is prior to all other security interests, liens, charges, claims, offsets, defenses, counterclaims or encumbrances, and is enforceable as such as against creditors of and purchasers from VG Funding; (iii) The Purchased Loans constitute either “Payment Intangibles” or “"Accounts” " within the meaning of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of the Higher Education Act; (iv) As of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the related Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, the Purchased Loans are Eligible Loans and the description of such Loans set forth in the related Purchase Agreement and the related Loan Transmittal Summary Form is true and correct; (v) VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding are authorized to sell, assign, transfer, substitute and repurchase the Purchased Loans; and the sale, assignment and transfer of such Loans is or, in the case of a Purchased Loan repurchase or substitution by VG Funding and/or the VG Funding Eligible Lender Trustee, will be made pursuant to and consistent with the laws and regulations under which VG Funding and the VG Funding Eligible Lender Trustee operate, and will not violate any decree, judgment or order of any court or agency, or conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which VG Funding or the VG Funding Eligible Lender Trustee is a party or by which VG Funding or the VG Funding Eligible Lender Trustee or its property is bound, or constitute a default (or an event which could constitute a default with the passage of time or notice or both) thereunder; (vi) The Purchased Loans are each in full force and effect in accordance with their terms and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no defenses (except the defense of infancy); (vii) No consents and approvals are required by the terms of the Purchased Loans for the consummation of the sale of the Purchased Loans hereunder to the Interim Eligible Lender Trustee; (viii) The Each Purchased Loans constitute “Accounts” within Loan has been duly made and serviced in accordance with the meaning provisions of the applicable UCC and are within the coverage of Sections 432(m)(1)(E) and 439(d)(3) of Federal Family Education Loan Program established under the Higher Education Act, and has been duly insured by a Guarantor; such guarantee is in full force and effect and is freely transferable to the Interim Eligible Lender Trustee on behalf of Funding as an incident to the purchase of each Loan; (ix) Any payments on the Purchased Loans received by the VG Funding Eligible Lender Trustee for the benefit of VG Funding that have been allocated to the reduction of principal and interest on such Purchased Loans have been allocated on a simple interest basis; the information with respect to the applicable Purchase Agreement – Master (VG FUNDING) Purchased Loans as of the Statistical Cutoff Date, in the case of the Initial Loans, or as of the Subsequent Cutoff Date, in the case of any Additional Loan or Substituted Loan, as stated on the related Loan Transmittal Summary Form, is true and correct; (x) Each Loan has been duly made and serviced in accordance with the provisions of all applicable federal and state laws; (xi) With respect to the first sale of Loans from the VG Funding Eligible Lender Trustee on behalf of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding, the VG Funding Eligible Lender Trustee and VG Funding have caused or will have caused, within ten days of the Closing Datedays, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Loans granted to the Interim Eligible Lender Trustee hereunder; and (xii) Other than the security interest granted to the Interim Eligible Lender Trustee pursuant to this Agreement, VG Funding and the VG Funding Eligible Lender Trustee have not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Loans. VG Funding and the VG Funding Eligible Lender Trustee have not authorized the filing of and are not aware of any financing statements against VG Funding or the VG Funding Eligible Lender Trustee that include a description of collateral covering the Purchased Loans other than any financing statement relating to the security interest granted to the Interim Eligible Lender Trustee hereunder or any other security interest that has been terminated. VG Funding and the VG Funding Eligible Lender Trustee are not aware of any judgment or tax lien filings against VG Funding or the VG Funding Eligible Lender Trustee.