Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to SLM ECFC in cash and (ii) the delivery of the Excess Distribution Certificate to SLM ECFC. The amount payable to SLM ECFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Blue Ridge Funding, the VL Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Blue Ridge Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of VL Blue Ridge Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeNavient CFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to Navient CFC in cash and (ii) the delivery of the Excess Distribution Certificate to Navient CFC. The amount payable to Navient CFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding Navient CFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Hall Funding, the VL Town Hall Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Hall Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL SLM National Funding, the VL SLM National Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL SLM National Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee for the benefit of VL SLM National Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated August 14, 2014 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingNavient CFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding Navient CFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated August 14, 2014 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated August 14, 2014 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Blue Ridge Funding, the VL Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Blue Ridge Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of VL Funding Blue Ridge Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Blue Ridge Funding and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Dateequal $0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Dateequal $0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Red Wolf Funding and the VL Red Wolf Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Red Wolf Funding and the VL Red Wolf Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Red Wolf Funding, the VL Red Wolf Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Red Wolf Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Red Wolf Funding and the VL Red Wolf Funding Eligible Lender Trustee for the benefit of VL Red Wolf Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Red Wolf Funding and the VL Red Wolf Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding Fund and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated [________, 20__] (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Hall Funding, the VL Town Hall Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Hall Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated [________], 20[__] (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding[SPE Seller], the VL Funding [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding [SPE Seller] hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING) 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated July 19, 2007 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated March 27, 2014 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[­­_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee WEF in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master TermsPurchase Agreement”) and any amendments thereto, incorporated herein by reference, among VL FundingWEF, the VL Funding Eligible Lender TrusteeDepositor, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified equal $ [______] in a certificate to be delivered on and dated cash representing the Closing Datefair market value of the Initial Loans. This document shall constitute the Initial Purchase Transfer Agreement referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsPurchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Transfer Agreement. VL Funding WEF hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Purchase Agreement regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding WEF authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Depositor to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Depositor of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from WEF to the Interim Eligible Lender Trustee for the benefit of the Depositor. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form and any proceeds thereof to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$83,268,074.31. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated [ ], 20[ ] (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated November 8, 2007 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment in accordance with Section 11 of the Master Terms following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the Town Center Funding Purchase Agreement 1 benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Town Center Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated November 30, 2006 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding[SPE Seller], the VL Funding [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding [SPE Seller] hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated April 21, 2009 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ _____ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$227,028,550.25. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Pricetransfer from the Trust of the ownership of the Loans being substituted for, each of VL Funding the Depositor and the VL Funding Interim Eligible Lender Trustee hereby sells substitutes such Loans by transferring to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Trust the entire right, title and interest of VL Funding the Depositor and the VL Funding Interim Eligible Lender Trustee in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Contribution Agreement, dated October 31, 2005 (the “Master TermsContribution Agreement”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Fundingthe Depositor, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee, the Trust and the Eligible Lender Trustee. The Initial Payment for amount to be deposited into the Initial Loans Collection Account by the Depositor pursuant to Section 6(B) of the Contribution Agreement shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial Purchase a Subsequent Contribution Agreement as referred to in the Master Terms Contribution Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsContribution Agreement. All references in the Master Terms Contribution Agreement to Loans, Eligible Loans, Initial Loans or Purchased Substituted Loans or to Acquired Loans, as applicable, shall be deemed to refer to the Substituted Loans governed by this Initial Purchase Subsequent Contribution Agreement. VL Funding The Depositor hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Contribution Agreement regarding the Initial Substituted Loans described in the Initial Xxxx of Sale related Subsequent Conveyance Schedule and the related Loan Transmittal Summary Form, as of the Closing related Acquisition Date. Each of VL Funding the Depositor and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Depositor authorize the Eligible Lender Trustee for the benefit of the Trust to use a copy of the Initial Xxxx of Salerelated Subsequent Conveyance Schedule, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale such Subsequent Conveyance Schedule (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Trust of the Initial Loans purchased acquired pursuant hereto on the Closing Acquisition Date. The parties hereto intend that the transfer of Purchased Substituted Loans described in the Initial Xxxx of Sale related Subsequent Conveyance Schedule and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansAcquired Loans from the Depositor to the Eligible Lender Trustee for the benefit of the Trust. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Interim Eligible Lender Trustee and the Depositor hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Trust a first priority security interest in and to all Purchased Substituted Loans described in the Initial Xxxx of Sale related Subsequent Conveyance Schedule and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price fair market value of such Purchased Acquired Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Dateequal $0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Purchase Agreement SLM ECFC 1 Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated October 20, 2004 (the “"Master Terms”) "), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, Servicer, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in section 5(C) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dateapplicable date indicated in the Master Terms. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to SLM ECFC in cash and (ii) the delivery of the Excess Distribution Certificate to SLM ECFC. The amount payable to SLM ECFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and SLM ECFC Purchase Agreement 1 the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. SLM ECFC Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Bluemont Funding Purchase Agreement 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Bluemont Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$514,212,023.66. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the Purchase Agreement (BLUEMONT FUNDING) 1 applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING) 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$1,259,832,796.23. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official Purchase Agreement (TOWN CENTER FUNDING) notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (TOWN CENTER FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$342,671,884.67. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate $[__], which amount shall be subject to be delivered on and dated adjustment following receipt of the Closing Dateinitial servicing reports from the Subservicers. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee for the benefit of SLM National Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated January 28, 2014 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL SLM National Funding, the VL SLM National Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL SLM National Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee for the benefit of VL Funding SLM National Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM National Funding and the SLM National Funding Eligible Lender Trustee for the benefit of SLM National Funding to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL SLM National Funding and the VL SLM National Funding Eligible Lender Trustee for the benefit of SLM National Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Dateequal $[0]. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $974,251,541.42 equal to be delivered on and dated $964,605,486.55 (representing the Closing DatePrincipal Balance of the Loans accepted for purchase) multiplied by 101%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, in each case as of the Closing Dateapplicable date specified in the Master Terms. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated January 25, 2007 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated February 7, 2008 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Blue Ridge Funding, the VL Blue Ridge Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Blue Ridge Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee for the benefit of VL Blue Ridge Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Blue Ridge Funding and the VL Blue Ridge Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Dateequal $0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC 1

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate $35,147,006.07, which amount shall be subject to be delivered on and dated adjustment following receipt of the Closing Dateinitial servicing reports from the Subservicers. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$36,906,433.05. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$1,271,977,344.63. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the [Additional Loans Purchase Price] [transfer from the Transferor of the ownership of the Loans being substituted for], each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding Transferor and the Interim Eligible Lender Trustee hereby [sells] [substitutes such Loans by transferring] to the Eligible Lender Trustee, for the benefit of Funding and on behalf of the Transferee, the entire right, title and interest of VL Funding the Transferor and the VL Funding Interim Eligible Lender Trustee in the Loans accepted for [purchase] [substitution], subject to all the terms and conditions of the Purchase Transfer Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Funding, . [The applicable Additional Loans Purchase Price] [The amount to be deposited by the VL Funding Eligible Lender Trustee, Funding, Transferor into the Servicer and Collection Account pursuant to Section 6.2 of the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans Transfer Agreement] shall be specified in a certificate to be delivered on and dated the Closing Date$[_______]. This document shall constitute the Initial Purchase a Subsequent Transfer Agreement referred to in the Master Terms Transfer Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTransfer Agreement. All references in the Master Terms Transfer Agreement to Loans, Eligible Loans, Initial Loans or Purchased [Additional Trust Student Loans] [Substituted Loans], as applicable, shall be deemed to refer to the Loans [Additional Trust Student Loans] [Substituted Loans] governed by this Initial Purchase Subsequent Transfer Agreement. VL Funding The Transferor hereby makes all the representations representations, warranties and warranties covenants set forth in Sections 5(A) 5.1, 5.2 and (B) 5.4 of the Master Terms Transfer Agreement regarding the Initial Loans [Additional Trust Student Loans] [Substituted Loans] described in the Initial related Subsequent Xxxx of Sale Transfer and the related Loan Transmittal Summary Form, as of the Closing Daterelated Transfer Date or as of the date otherwise specified in said Sections. Each of VL Funding the Transferor and the VL Funding Interim Eligible Lender Trustee Trustee, for the benefit of VL Funding and on behalf of the Transferor, authorizes the Interim Eligible Lender Trustee Master Servicer (or if directed by the Master Servicer, the Subservicer), for the benefit of Funding and on behalf of the Transferee, to use a copy of the Initial related Subsequent Xxxx of SaleTransfer, including the Loan Transmittal Summary Form attached to the Initial such Subsequent Xxxx of Sale Transfer (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee Trustee, for the benefit of and on behalf of Funding the Transferee, of the Initial [Additional Trust Student Loans purchased purchased] [Substituted Loans transferred] pursuant hereto on the Closing Transfer Date. The Cutoff Date under this Subsequent Transfer Agreement is the opening of business on [________], 200[_]. The parties hereto intend that the transfer of Purchased Loans [Additional Trust Student Loans] [Substituted Loans] described in the Initial related Subsequent Xxxx of Sale Transfer and related Loan Transmittal Summary Form be, and be construed as, a valid [sale of such Purchased Additional Trust Student Loans] [sale of such Substituted Loans] from the Transferor to the Eligible Lender Trustee, for the benefit of and on behalf of the Transferee. However, in the event that that, notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Interim Eligible Lender Trustee and the Transferor hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and on behalf of the Transferee a first priority security interest in and to all Purchased Loans [Additional Trust Student Loans] [Substituted Loans] described in the Initial related Subsequent Xxxx of Sale Transfer and related Loan Transmittal Summary Form and any proceeds thereof to secure a loan Loan in an amount equal to the [Additional Loans Purchase Price of such Purchased Additional Trust Student Loans] [Purchase Amount of such Substituted Loans].

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Town Center Funding Purchase Agreement 1 Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Town Center Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated February 15, 2005 (the “"Master Terms”) "), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, Servicer, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in section 5(C) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dateapplicable date indicated in the Master Terms. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Pricetransfer from the Depositor of the ownership of the Loans being substituted for, each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby sells substitutes such Loans by transferring to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee WEF in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated [______], 20[__] (the “Master TermsPurchase Agreement”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingWEF, the VL Funding Eligible Lender Trustee, Funding, the Servicer Depositor and the Interim Eligible Lender Trustee. The Initial Payment for amount to be remitted by WEF to the Initial Loans Administrator pursuant to Section 6(B) of the Purchase Agreement shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial Purchase a Subsequent Transfer Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsPurchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Substituted Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Substituted Loans governed by this Initial Purchase Subsequent Transfer Agreement. VL Funding WEF hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Purchase Agreement regarding the Initial Substituted Loans described in the Initial related Subsequent Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding WEF authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Depositor to use a copy of the Initial related Subsequent Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Subsequent Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Depositor of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansLoans from WEF to the Interim Eligible Lender Trustee for the benefit of the Depositor. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor a first priority security interest in and to all Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the original Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$8,190,770.44. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding[SPE Seller], the VL Funding [SPE Seller] Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$0. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding [SPE Seller] hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee for the benefit of VL Funding [SPE Seller] authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding [SPE Seller] and the VL Funding [SPE Seller] Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated November 18, 2011 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of the Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first SLM ECFC Purchase Agreement 1 priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated January 17, 2008 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding SLC and the VL Funding Eligible Lender Trustee on behalf of SLC hereby sells to each of Funding SLC Receivables and the Interim Eligible Lender Trustee for the benefit on behalf of Funding SLC Receivables the entire right, title and interest of VL Funding SLC (and with respect to legal title, the VL Funding Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated as of December 15, 2005 (the “"Master Terms”) Terms Purchase Agreement"), and any amendments thereto, each incorporated herein by reference, among VL FundingSLC, the VL Funding Eligible Lender TrusteeSLC Receivables, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $1,215,856,320 equal to be delivered on $1,235,503,035 (representing the sale price of the Notes less underwriters' discounts and dated fees), less $3,046,715 (representing the Closing DateReserve Account Initial Deposit), less $16,600,000 (representing the Capitalized Interest Account Initial Deposit), and less $483,000 (representing the Collection Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Purchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding SLC and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLC authorizes the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx xxx Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors txx xpplicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed conxxxxed as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan in loxx xn an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$1,325,093,133.63. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment in accordance with Section 11 of the Master Terms following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. VL Funding Purchase Agreement 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. VL Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated December 6, 2007 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Pricetransfer from the Depositor of the ownership of the Loans being substituted for, each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby sells substitutes such Loans by transferring to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee WEF in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated October 31, 2005 (the “Master TermsPurchase Agreement”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingWEF, the VL Funding Eligible Lender Trustee, Funding, the Servicer Depositor and the Interim Eligible Lender Trustee. The Initial Payment for amount to be deposited by WEF into the Initial Loans Collection Account pursuant to Section 6(B) of the Purchase Agreement shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial Purchase a Subsequent Transfer Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsPurchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Substituted Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Substituted Loans governed by this Initial Purchase Subsequent Transfer Agreement. VL Funding WEF hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Purchase Agreement regarding the Initial Substituted Loans described in the Initial related Subsequent Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding WEF authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Depositor to use a copy of the Initial related Subsequent Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Subsequent Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Depositor of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansLoans from WEF to the Interim Eligible Lender Trustee for the benefit of the Depositor. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee WEF hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor a first priority security interest in and to all Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the original Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$1,371,331,236.55. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$683,887,625.90. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Purchase Agreement (BLUEMONT FUNDING) Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$326,645,809.07. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding SLC and the VL Funding Eligible Lender Trustee on behalf of SLC hereby sells to each of Funding SLC Receivables and the Interim Eligible Lender Trustee for the benefit on behalf of Funding SLC Receivables the entire right, title and interest of VL Funding SLC (and with respect to legal title, the VL Funding Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated as of December 22, 2009 (the “Master TermsTerms Purchase Agreement”) ), and any amendments thereto, each incorporated herein by reference, among VL FundingSLC, the VL Funding Eligible Lender TrusteeSLC Receivables, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on equal $1,428,420,000 (representing the sale price of the Notes less underwriters’ discounts and dated the Closing Datefees). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Purchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Eligible Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding SLC and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLC authorizes the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceNet Note Proceeds, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding Depositor and the Interim Eligible Lender Trustee for the benefit of Funding the Depositor hereby contributes to the Eligible Lender Trustee for the benefit of the Trust the entire right, title and interest of VL Funding the Depositor and the VL Funding Interim Eligible Lender Trustee in the Loans accepted for purchaseaccepted, subject to all the terms and conditions of the Purchase Contribution Agreement Master Securitization Terms Number 1000 (the “Master TermsContribution Agreement”) and any amendments thereto, incorporated herein by reference, among VL Fundingthe Depositor, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee, the Trust, and the Eligible Lender Trustee. The Initial Payment Net Note Proceeds for the Initial Loans shall be specified equal $ [______] in a certificate to be delivered on cash, one (1) Excess Distribution Certificate evidencing [__]% of the aggregate percentage interest of the Excess Distribution Certificates registered in the name of Wachovia Education Loan Funding LLC and dated one (1) Excess Distribution Certificate evidencing [__]% of the Closing Dateaggregate percentage interest of the Excess Distribution Certificates registered in the name of Wachovia Education Finance Holding LLC, collectively, representing the fair market value of the Initial Loans. This document shall constitute the Initial Purchase Contribution Agreement referred to in the Master Terms Contribution Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsContribution Agreement. All references in the Master Terms Contribution Agreement to Loans, Eligible Loans, Initial Loans or Purchased Acquired Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Contribution Agreement. VL Funding The Depositor hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Contribution Agreement regarding the Initial Loans described in the Initial Xxxx of Sale Conveyance Schedule and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding the Depositor and the VL Funding Eligible Lender Trustee for the benefit of VL Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Depositor authorizes the Eligible Lender Trustee for the benefit of the Trust to use a copy of the Initial Xxxx of SaleConveyance Schedule, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale Conveyance Schedule (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Trust of the Initial Loans purchased acquired pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Acquired Loans described in the Initial Xxxx of Sale Conveyance Schedule and related Loan Transmittal Summary Form be, and be construed as, a valid sale contribution of such Purchased LoansAcquired Loans from the Depositor to the Eligible Lender Trustee for the benefit of the Trust. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Interim Eligible Lender Trustee and the Depositor hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Trust a first priority security interest in and to all Purchased Acquired Loans described in the Initial Xxxx of Sale Conveyance Schedule and related Loan Transmittal Summary Form and any proceeds thereof to secure a loan in an amount equal to the Purchase Price Net Note Proceeds of such Purchased Acquired Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding SLC and the VL Funding Eligible Lender Trustee on behalf of SLC hereby sells to each of Funding SLC Receivables and the Interim Eligible Lender Trustee for the benefit on behalf of Funding SLC Receivables the entire right, title and interest of VL Funding SLC (and with respect to legal title, the VL Funding Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated as of __________, 20__ (the “Master TermsTerms Purchase Agreement”) ), and any amendments thereto, each incorporated herein by reference, among VL FundingSLC, the VL Funding Eligible Lender TrusteeSLC Receivables, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on equal $__________ (representing the sale price of the Notes less underwriters’ discounts and dated the Closing Datefees). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Purchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Eligible Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding SLC and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLC authorizes the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM Education Credit hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM Education Credit in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL SLM Education Credit[, and] Funding[, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee]. The Initial Payment for of the Initial Loans shall be specified in a certificate equal $ (equal to be delivered on $ (representing the sale price of the Securities less underwriters’ commissions and dated fees) less $ (representing the Closing DateReserve Account Initial Deposit) less $ (representing the Capitalized Interest Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLM Education Credit hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM Education Credit authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM Education Credit to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM Education Credit hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. SLM EDUCATION CREDIT MANAGEMENT CORPORATION (Seller) By: Name: Title: SLM EDUCATION CREDIT FUNDING LLC (Purchaser) By: Name: Title: [CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee By: Name: Title: ] PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED ___, 200__ Student Loan Marketing Association (“SLM Education Credit”), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes (“the Notes”) describe in the Bxxx of Sale executed by SLM Education Credit in favor of [Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of] SLM Education Credit Funding LLC (“Funding”). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among SLM Education Credit[, and] Funding[, and the Interim Eligible Lender Trustee] which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, SLM Education Credit agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, SLM EDUCATION CREDIT ACKNOWLEDGES THAT SLM EDUCATION CREDIT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING’S PAYMENT TO SLM EDUCATION CREDIT OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY SLM EDUCATION CREDIT AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE BXXX OF SALE. SELLER Student Loan Marketing Association 11600 SLM Education Credit Drive Reston, Virginia 20193 Lender Code: ___________________ By: ____________________________ Name: __________________________ Title: _________________________ PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: _____________________________ (Signature of Authorized Signatory for Purchaser) By: ____________________________ Name: __________________________ Title: ___________________________ Date of Purchase: ___________________________ BXXX OF SALE DATED ___, 200__ The undersigned (“SLM Education Credit”), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 (“Purchase Agreement”) among SLM Education Credit Funding LLC (“Funding”), and [Chase Manhattan Bank USA, National Association, as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of August 1, 2002 between Funding and the Interim Eligible Lender Trustee], does hereby sell, assign and convey to the [Interim Eligible Lender Trustee for the benefit of] Funding and its assignees all right, title and interest of SLM Education Credit, including the insurance interest of SLM Education Credit under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the [Interim Eligible Lender Trustee for the benefit of] Funding has accepted for purchase. The portfolio accepted for purchase by the [Interim Eligible Lender Trustee for the benefit of] Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. SLM Education Credit hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. [SLM Education Credit authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase]. LISTING OF LOANS ON FOLLOWING PAGE ADDITIONAL LOAN CRITERIA • Not in claims status, not previously rejected • Not in litigation • Last disbursement is greater than 120 days from cutoff date • Loan is not swap-pending *Based upon SLM Education Credit’s estimated calculations, which may be adjusted upward or downward based upon Funding’s reconciliation. ** Includes interest to be capitalized Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Colorado Student Loan Program Connecticut Student Loan Foundation Education Assistance Corporation Educational Credit Management Corporation Finance Authority of Maine Florida Department of Education Office of Student Financial Assistance Georgia Higher Education Assistance Corporation Great Lakes Higher Education Corp. Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education Montana Guaranteed Student Loan Program Nebraska Student Loan Program New Jersey Higher Education Assistance Authority New York State Higher Education Services Corporation Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Rhode Island Higher Education Assistance Authority Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. Utah Higher Education Assistance Authority SELLER SLM Education Credit Management Corporation By: _____________________________ Name: ___________________________ Title: __________________________ PURCHASER Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Education Funding LLC By: _____________________________ (Signature of Authorized Signatory for Purchaser) Name: _____________________________ Title: ____________________________

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated July 19, 2012 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[­­_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $882,801,218.31 (representing the Principal Balance of the Loans accepted for purchase equal to be delivered on and dated the Closing Date$874,060,612.19 multiplied by 101%). This document shall constitute the Initial Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) the Master Terms and (Bthe Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing DatePurchase Agreement. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender TrusteeNavient CFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be equal to the sum of (i) an amount payable to Navient CFC in cash and (ii) the delivery of the Excess Distribution Certificate to Navient CFC. The amount payable to Navient CFC in cash shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding Navient CFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Navient CFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee Navient CFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Hall Funding, the VL Town Hall Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Hall Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Town Hall Funding Purchase Agreement 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Town Hall Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment sum of the Purchase Price for the Initial Loans and the amount, if any, to be deposited into the Supplemental Purchase Account after the Closing Date shall be specified in a certificate to be delivered on and dated the Closing Date$381,109,077.69. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated October 12, 2006 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee Seller hereby sells to each of Funding the Purchaser the entire right, title (and with respect to legal title, to the Interim Eligible Lender Trustee for the benefit of Funding and on behalf of the entire right, title Purchaser) and interest of VL Funding and the VL Funding Eligible Lender Trustee Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 ____ (the “Master Terms”) and any amendments thereto, each incorporated herein by reference, among VL Fundingthe Seller, the VL Funding Eligible Lender Trustee, Funding, the Servicer Purchaser and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $__________ (equal to be delivered on $__________ (representing the sale price of the Notes less underwriters’ discounts and dated fees), less $__________ (representing the Closing DateReserve Account Initial Deposit), less $__________ (representing the Collection Account Initial Deposit), less $__________ (representing the Capitalized Interest Account Deposit), less $__________ (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Eligible Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding The Seller hereby makes all of the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding The Seller authorizes the Interim Eligible Lender Trustee for the benefit of Funding and on behalf of the Purchaser to use a copy of the Initial related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit of and on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from the Seller to the Purchaser (and with respect to legal title, to the Interim Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee Seller hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding Purchaser a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $354,881.21 (representing the Principal Balance of the Loans accepted for purchase equal to be delivered on and dated the Closing Date$351,367.53 multiplied by 101%). This document shall constitute the Initial Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) the Master Terms and (Bthe Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the governed by this Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing DatePurchase Agreement. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $600,921,473.90 equal to be delivered on and dated $594,971,756.34 (representing the Closing DatePrincipal Balance of the Loans accepted for purchase) multiplied by 101.0%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, or Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, in each case as of the Closing Dateapplicable date specified in the Master Terms. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$2,058,303,744.75. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (VG FUNDING)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated April 13, 2005 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, Servicer, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in section 5(C) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dateapplicable date indicated in the Master Terms. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated June 10, 2004 (the “"Master Terms”) "), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, Servicer, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. ------- This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in section 5(C) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dateapplicable date indicated in the Master Terms. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Funding SLC and the VL Funding Eligible Lender Trustee on behalf of SLC hereby sells to each of Funding SLC Receivables and the Interim Eligible Lender Trustee for the benefit on behalf of Funding SLC Receivables the entire right, title and interest of VL Funding SLC (and with respect to legal title, the VL Funding Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Purchase Agreement Master Securitization Terms Number 1000 Agreement, dated as of June 15, 2005 (the “"Master Terms”) Terms Purchase Agreement"), and any amendments thereto, each incorporated herein by reference, among VL FundingSLC, the VL Funding Eligible Lender TrusteeSLC Receivables, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate equal $2,038,518,766, equal to be delivered on $2,078,612,548 (representing the sale price of the Notes less underwriters' discounts and dated fees), less $5,093,782 (representing the Closing DateReserve Account Initial Deposit), less $35,000,000 (representing the Capitalized Interest Account Initial Deposit), and less $0 (representing the Collection Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTerms Purchase Agreement. All references in the Master Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Funding SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. Each of VL Funding SLC and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLC authorizes the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in lieu of OE X-0 Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding SLC Receivables of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Hall Funding, the VL Town Hall Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing DateDate and shall be subject to adjustment in accordance with Section 11 of the Master Terms following receipt of the initial servicing report from ACS-ES. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Hall Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee for the benefit of VL Town Hall Funding authorizes the Interim Eligible Lender Trustee for the benefit of Town Hall Funding Purchase Agreement 1 Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Hall Funding and the VL Town Hall Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Town Hall Funding Purchase Agreement 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Town Center Funding, the VL Town Center Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Town Center Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee for the benefit of VL Town Center Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Town Center Funding and the VL Town Center Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated September 20, 2012 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL FundingSLM ECFC, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[­­_____]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL Funding and the VL Funding Eligible Lender Trustee for the benefit of VL Funding SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to Funding and the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Eligible Lender Trustee SLM ECFC hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Pricetransfer from the Transferor of the ownership of the Loans being substituted for, each of VL Funding and the VL Funding Eligible Lender Trustee hereby sells to each of Funding Transferor and the Interim Eligible Lender Trustee hereby substitutes such Loans by transferring to the Eligible Lender Trustee, for the benefit of Funding and on behalf of the Transferee, the entire right, title and interest of VL Funding the Transferor and the VL Funding Interim Eligible Lender Trustee in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Purchase Transfer Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL Funding, the VL Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment for amount to be deposited by the Initial Loans Transferor into the Collection Account pursuant to Section 6.2 of the Transfer Agreement shall be specified in a certificate to be delivered on and dated the Closing Date$[_______]. This document shall constitute the Initial Purchase a Subsequent Transfer Agreement referred to in the Master Terms Transfer Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsTransfer Agreement. All references in the Master Terms Transfer Agreement to Loans, Eligible Loans, Initial Loans or Purchased Substituted Loans, as applicable, shall be deemed to refer to the Substituted Loans governed by this Initial Purchase Subsequent Transfer Agreement. VL Funding The Transferor hereby makes all the representations representations, warranties and warranties covenants set forth in Sections 5(A) 5.1, 5.2 and (B) 5.4 of the Master Terms Transfer Agreement regarding the Initial Substituted Loans described in the Initial related Subsequent Xxxx of Sale Transfer and the related Loan Transmittal Summary Form, as of the Closing Daterelated Transfer Date or as of the date otherwise specified in said Sections. Each of VL Funding the Transferor and the VL Funding Interim Eligible Lender Trustee Trustee, for the benefit of VL Funding and on behalf of the Transferor, authorizes the Interim Eligible Lender Trustee Trustee, for the benefit of Funding and on behalf of the Transferee, to use a copy of the Initial related Subsequent Xxxx of SaleTransfer, including the Loan Transmittal Summary Form attached to the Initial such Subsequent Xxxx of Sale Transfer (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee Trustee, for the benefit of and on behalf of Funding the Transferee, of the Initial Substituted Loans purchased transferred pursuant hereto on the Closing Transfer Date. The Cutoff Date under this Subsequent Transfer Agreement is the close of business on [________], 200[_]. The parties hereto intend that the transfer of Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale Transfer and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansSubstituted Loans from the Transferor to the Eligible Lender Trustee, for the benefit of and on behalf of the Transferee. However, in the event that that, notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Funding and the VL Funding Interim Eligible Lender Trustee and the Transferor hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and on behalf of the Transferee a first priority security interest in and to all Purchased Substituted Loans described in the Initial related Subsequent Xxxx of Sale Transfer and related Loan Transmittal Summary Form and any proceeds thereof to secure a loan Loan in an amount equal to the Purchase Price Amount of such Purchased Substituted Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL VG Funding and the VL VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 1000, dated April 5, 2007 (the “Master Terms”) ), and any amendments theretothereto permitted by its terms, incorporated herein by reference, among VL VG Funding, the VL VG Funding Eligible Lender Trustee, Funding, the Servicer Funding and the Interim Eligible Lender Trustee. The Initial Payment for the Initial applicable Additional Loans Purchase Price shall be specified in a certificate to be delivered on and dated the Closing Date$[ ]. This document shall constitute the Initial an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Initial Additional Purchase Agreement. VL VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Additional Loans described in the Initial related Additional Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing related Purchase Date. Each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VL Funding VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser to use a copy of the Initial related Additional Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial such Additional Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL VG Funding and the VL VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding the Purchaser a first priority security interest in and to all Purchased Additional Loans described in the Initial related Additional Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among VL Bluemont Funding, the VL Bluemont Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The Initial Payment Purchase Price for the Initial Loans shall be specified in a certificate to be delivered on and dated the Closing Date$469,514,342.57. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. VL Bluemont Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. Each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee for the benefit of VL Bluemont Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VL Bluemont Funding and the VL Bluemont Funding Eligible Lender Trustee hereby grants to Funding and the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement (BLUEMONT FUNDING)