Common use of SALE/PURCHASE OF INITIAL LOANS Clause in Contracts

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment; and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment. The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to SLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price. The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee. The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL Fundingthe Seller or its designee. The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to the Seller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of VL Blue Ridge Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Blue Ridge Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Blue Ridge Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Blue Ridge Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Blue Ridge Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Blue Ridge Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Bluemont Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Bluemont Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Bluemont Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Bluemont Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Navient CFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding Navient CFC of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding Navient CFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding Navient CFC the Initial Payment. The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL FundingNavient CFC. The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to Navient CFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding Navient CFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx Bxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx Bxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price. The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee. The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL Fundingthe Seller or its designee. The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to the Seller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price by wire transfer of immediately available funds issuing the Notes to the account specified by VL FundingSeller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Bluemont Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Bluemont Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Bluemont Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Bluemont Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx Bxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment; and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee for the benefit of VL SLM National Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL SLM National Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL SLM National Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL SLM National Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL SLM National Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL SLM National Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx Bxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Bluemont Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Bluemont Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Bluemont Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Bluemont Funding.. Purchase Agreement – Master (BLUEMONT FUNDING) (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding.. Purchase Agreement – Master (TOWN HALL FUNDING) (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding.. Purchase Agreement – Master (TOWN CENTER FUNDING) (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Red Wolf Funding and the VL Red Wolf Funding Eligible Lender Trustee for the benefit of VL Red Wolf Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Red Wolf Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Red Wolf Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Red Wolf Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Red Wolf Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Red Wolf Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s (and the Eligible Lender Trustee’s) receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller (and Funding the Interim Eligible Lender Trustee) and the Purchaser (and the Eligible Lender Trustee) shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price. The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee. The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding the Seller or its designee. The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including paid by delivery of the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable Excess Distribution Certificate to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff DateSeller or its designee.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding [SPE Seller] of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding [SPE Seller] and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding [SPE Seller] the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding[SPE Seller]. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding [SPE Seller] shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding of the Initial Xxxx Bxxx of Sale and (ii) the payment by Funding to VL Bluemont Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Bluemont Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Bluemont Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Bluemont Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.. Purchase Agreement – Master (VG FUNDING)

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Funding [SPE Seller] of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding [SPE Seller] and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding [SPE Seller] the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding[SPE Seller]. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding [SPE Seller] shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s 's receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment; and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price. The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee. The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding the Seller or its designee. The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including paid by delivery of the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable Excess Distribution Certificate to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff DateSeller or its designee.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date. Town Center Funding Purchase Agreement 8 (D) Grant of Contract Right In connection with the sale of the Initial Loans, Town Center Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Initial Loans, including all rights of Town Center Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Transfer Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Depositor’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Wachovia Bank of the Initial Xxxx of Sale and Sale, (ii) the payment by Funding the Depositor to VL Funding Wachovia Bank of the Initial Paymentcash portion of the Purchase Price, (iii) the delivery of a 36.1% interest Excess Distribution Certificate registered in the name WELF Holding LLC and (iv) the transfer of $19,494,000 principal amount of the Class B Notes to WELF Holding LLC. Upon consummation, regardless of whether or not all conditions precedent to such sale and purchase were satisfied, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding Wachovia Bank and Funding the Depositor shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Transfer Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Depositor shall (i) pay to VL Funding Wachovia Bank the Initial Payment cash portion of the Purchase Price by wire transfer of immediately available funds to the account specified by VL FundingWachovia Bank, (ii) deliver or cause the delivery of the Excess Distribution Certificate specified in Section 3.1(A) of this Purchase Agreement to WELF Holding and (iii) transfer or cause the transfer of the Class B Notes specified in Section 3.1(A) of this Purchase Agreement to WELF Holding. (C) Interest Subsidy and Payments, Special Allowance Payments and Rebate Fees VL Funding Wachovia Bank shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing received up to but not and including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not and including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding the Depositor shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing received from and including the day immediately after the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from and including the day immediately after the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLMA of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLMA of the Initial Payment; and (iii) the assignment to SLMA of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLMA and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLMA the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLMA. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLMA shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding.. Purchase Agreement – Master (TOWN HALL FUNDING) 8 (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx Bxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Transfer Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Depositor’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding WEF of the Initial Xxxx of Sale and (ii) the payment by Funding the Depositor to VL Funding WEF of the Initial PaymentPurchase Price. Upon consummation, regardless of whether or not all conditions precedent to such sale and purchase were satisfied, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding WEF and Funding the Depositor shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Transfer Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Depositor shall pay to VL Funding WEF the Initial Payment Purchase Price by wire transfer of immediately available funds to the account specified by VL FundingWEF. (C) Interest Subsidy and Payments, Special Allowance Payments and Rebate Fees VL Funding WEF shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding the Depositor shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Transfer Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Depositor’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Wachovia Bank of the Initial Xxxx of Sale and Sale, (ii) the payment by Funding the Depositor to VL Funding Wachovia Bank of the Initial Paymentcash portion of the Purchase Price and (iii) the delivery of an Excess Distribution Certificate evidencing [__]% of the aggregate percentage interest of the Excess Distribution Certificates registered in the name Wachovia Education Finance Holding LLC. Upon consummation, regardless of whether or not all conditions precedent to such sale and purchase were satisfied, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding Wachovia Bank and Funding the Depositor shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Transfer Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Depositor shall (i) pay to VL Funding Wachovia Bank the Initial Payment cash portion of the Purchase Price by wire transfer of immediately available funds to the account specified by VL FundingWachovia Bank and (ii) delivery or cause the delivery of the Excess Distribution Certificate specified in Section 3.1(A) of this Purchase Agreement to Wachovia Bank. (C) Interest Subsidy and Payments, Special Allowance Payments and Rebate Fees VL Funding Wachovia Bank shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding the Depositor shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price by wire transfer of immediately available funds issuing the Notes to the account specified by VL FundingSeller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding Sale Agreement The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Center Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Center Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Center Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Center Funding.. Purchase Agreement – Master (TOWN CENTER FUNDING) 8 (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Center Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ELC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ELC of the Initial Payment; and (iii) the assignment to SLM ELC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ELC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ELC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ELC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ELC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s (and the Eligible Lender Trustee’s) receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx Bxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding The Seller (and Funding the Interim Eligible Lender Trustee) and the Purchaser (and the Eligible Lender Trustee) shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx Bxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price. The portion of the Initial Purchase Price consisting of Class A Notes and Class B Notes shall be issued to the Seller or its designee. The portion of the Initial Purchase Price consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding the Seller or its designee. The portion of the Initial Purchase Price consisting of the Excess Distribution Certificate shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including paid by delivery of the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable Excess Distribution Certificate to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff DateSeller or its designee.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.. Purchase Agreement - Master (VG FUNDING)

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Navient CFC of the Initial Xxxx Bxxx of Sale and Sale; (ii) the payment by Funding to VL Funding Navient CFC of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding Navient CFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Funding Navient CFC the Initial Payment. The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL FundingNavient CFC. The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to Navient CFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding Navient CFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] of the Initial Xxxx Bxxx of Sale and (ii) the payment by Funding to VL Funding [SPE Seller] of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding [SPE Seller] and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Funding [SPE Seller] the Initial Payment by wire transfer of immediately available funds to the account specified by VL Funding[SPE Seller]. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding [SPE Seller] shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment. The portion of the Initial Payment consisting of cash shall be paid by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. The portion of the Initial Payment consisting of the Excess Distribution Certificate shall be paid by delivery of the Excess Distribution Certificate to SLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim SLM ECFC Purchase Agreement 7 Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL VG Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL VG Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL VG Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL VG Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL VG Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Transfer Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Depositor’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding WEF of the Initial Xxxx of Sale and (ii) the payment by Funding the Depositor to VL Funding WEF of the Initial PaymentPurchase Price. Upon consummation, regardless of whether or not all conditions precedent to such sale and purchase were satisfied, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding WEF and Funding the Depositor shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Transfer Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Depositor shall pay to VL Funding WEF the Initial Payment Purchase Price by wire transfer of immediately available funds to the account specified by VL FundingWEF. (C) Interest Subsidy and Payments, Special Allowance Payments and Rebate Fees VL Funding WEF shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing received up to but not and including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not and including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding the Depositor shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing received from and including the day immediately after the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from and including the day immediately after the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ECFC of the Initial Payment; and (iii) the assignment to SLM ECFC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ECFC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ECFC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ECFC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ECFC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Funding’s 's receipt from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ELC of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding to VL Funding SLM ELC of the Initial Payment; and (iii) the assignment to SLM ELC of the Excess Distribution Certificate. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding SLM ELC and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Funding SLM ELC the Initial Payment by wire transfer of immediately available funds to the account specified by VL FundingSLM ELC. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding SLM ELC shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Closing Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Closing Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx Bxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx Bxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price by wire transfer of immediately available funds issuing the Notes to the account specified by VL FundingSeller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Bluemont Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Bluemont Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Bluemont Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Bluemont Funding.. Purchase Agreement – Master (BLUEMONT FUNDING) 8 (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Bluemont Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Sale Agreement with respect to be dated as of the Closing Date Initial Loans shall be consummated upon upon: (i) Fundingthe Purchaser’s receipt from VL Funding the Seller and the VL Funding Interim Eligible Lender Trustee for the benefit of VL Funding the Seller of the Initial Xxxx of Sale and Sale; (ii) the payment by Funding the Purchaser to VL Funding the Seller of the Initial PaymentPurchase Price; (iii) the issuance by the Trust of the Excess Distribution Certificate to the Seller; and (iv) receipt by the Purchaser of the amounts necessary to make the deposits to the Trust Accounts on the Closing Date specified in the Initial Sale Agreement. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Funding The Seller and Funding the Purchaser shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Sale Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment Purchase Price On the date of the Initial Xxxx of Sale, Funding the Purchaser shall pay to VL Funding the Seller the Initial Payment Purchase Price by wire transfer of immediately available funds issuing the Notes to the account specified by VL FundingSeller or its designee. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Funding The Seller shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date Date, and shall be responsible for the payment of any rebate fees fees, if any, applicable to the Initial Sale Agreement Loans accruing up to but not including the Initial Cutoff Date. The Interim Purchaser and the Eligible Lender Trustee on behalf Trustee, for the benefit of Funding the Purchaser, shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date. (D) Grant of Contract Right (E) In connection with the sale of the Initial Loans, Town Hall Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement, including all rights of Town Hall Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to VL Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. VL Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx of Sale, Funding shall pay to VL Town Hall Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Town Hall Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Town Hall Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date. Town Hall Funding Purchase Agreement 8 (D) Grant of Contract Right In connection with the sale of the Initial Loans, Town Hall Funding hereby assigns to Funding all of its rights (but none of its obligations) under, in and to the Conveyance Agreement with respect to the Initial Loans, including all rights of Town Hall Funding to proceed against the Master Depositor with respect to breaches of representations, warranties and covenants with respect to the Initial Loans.

SALE/PURCHASE OF INITIAL LOANS. (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of VL Blue Ridge Funding of the Initial Xxxx Bxxx of Sale and (ii) the payment by Funding to VL Blue Ridge Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx Bxxx of Sale. VL Blue Ridge Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan. (B) Settlement of the Initial Payment On the date of the Initial Xxxx Bxxx of Sale, Funding shall pay to VL Blue Ridge Funding the Initial Payment by wire transfer of immediately available funds to the account specified by VL Blue Ridge Funding. (C) Interest Subsidy and Special Allowance Payments and Rebate Fees VL Blue Ridge Funding shall be entitled to all Interest Subsidy Payments and Special Allowance Payments on each Initial Loan accruing up to but not including the Initial Cutoff Date and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing up to but not including the Initial Cutoff Date. The Interim Eligible Lender Trustee on behalf of Funding shall be entitled to all Special Allowance Payments and Interest Subsidy Payments on the Initial Loans accruing from the Initial Cutoff Date, and shall be responsible for the payment of any rebate fees applicable to the Initial Loans accruing from the Initial Cutoff Date.