Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 [SPE Seller] and the Seller and [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller [SPE Seller] and the Interim [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14[________], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the [SPE Seller], the Purchaser[SPE Seller] Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller [SPE Seller] hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller [SPE Seller] and the Interim [SPE Seller] Eligible Lender Trustee for the benefit of the Seller [SPE Seller], authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] 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 [SPE Seller] and the Interim [SPE Seller] Eligible Lender Trustee and for the Seller benefit of [SPE Seller] hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 [SPE Seller] and the Seller [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller [SPE Seller] and the Interim [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14[________], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the [SPE Seller], the Purchaser[SPE Seller] Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller [SPE Seller] hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of [SPE Seller] and the Seller and [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] 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 the Interim Eligible Lender Trustee [SPE Seller] and the Seller hereby grants to the Purchaser and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] [SPE Seller] hereby grants to Funding and the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14[_____, 2014 20__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14[_____], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14[________], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the PurchaserInterim Trustee, the Interim Eligible Lender Trustee and the Eligible Lender TrusteePurchaser. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]1,975,788,501 (equal to $2,238,089,180 (representing the sale price of the Notes less underwriters’ commissions) less $2,300,000 plus $0, which is the excess of the pool balance as of the Statistical Cutoff Date over the Initial Pool Balance (representing the Collection Account Initial Deposit) less $255,000,000 (representing the Reserve Account Initial Deposit) less $5,000,679 (representing the Cash Capitalization Account Initial Deposit)) and the Excess Distribution Certificate. This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller makes such representations and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification warranties with respect to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Dategoverned by this Sale Agreement. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Seller and the Interim Eligible Lender Trustee and on behalf of the Seller hereby grants grant to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,468,497,214, equal to $1,312,648,626 (representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees), PLUS $1,213,870,880 (representing the sale price of the Reset Rate Notes less underwriters' commissions and fees), LESS $6,269,417 (representing the Reserve Account Initial Deposit), LESS $19,000,000 (representing the Capitalized Interest Account Initial Deposit), LESS $32,715,375 (representing the Supplemental Interest Account Initial Deposit), LESS $32,500 (representing the Interest Rate Cap Upfront Payment) and LESS $5,000 (representing the Remarketing Agents' Upfront Fee payable to the Remarketing Agents on behalf of the Swap Agent pursuant to the Remarketing Agreement). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller Depositor and the Interim Eligible Lender Trustee for the benefit of the Seller Depositor hereby sells contributes to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Trust the entire right, title and interest of the Seller Depositor and the Interim Eligible Lender Trustee in the Loans accepted for purchaseaccepted, subject to all the terms and conditions of the Sale Contribution Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale TermsContribution Agreement”), ) and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among the Seller, the PurchaserDepositor, the Interim Eligible Lender Trustee Trustee, the Trust, and the Eligible Lender Trustee. The applicable Additional Net Note Proceeds for the Initial Loans Purchase Price shall be equal $[_____]1,713,310,259 in cash, a 63.9% interest Excess Distribution Certificate registered in the name of the Depositor, a 36.1% interest Excess Distribution Certificate registered in the name WELF Holding LLC and $54,000,000 principal amount of the Class B Notes, collectively, representing the fair market value of the Initial Loans. This document shall constitute an Additional Sale the Initial Contribution Agreement as referred to in the Master Sale Terms Contribution Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsContribution Agreement. All references in the Master Sale Terms Contribution Agreement to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Acquired Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Initial Contribution Agreement. The Seller Depositor hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms Contribution Agreement regarding the Additional Initial Loans described in the related Additional Bxxx of Sale Initial Conveyance Schedule and the related Loan Transmittal Summary Form, as of the related Purchase Closing Date. Each of the Seller Depositor and the Interim Eligible Lender Trustee for the benefit of the Seller Depositor authorizes the Eligible Lender Trustee for the benefit of the Purchaser Trust to use a copy of the related Additional Bxxx of SaleInitial Conveyance Schedule, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale the Initial Conveyance Schedule (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser Trust of the Initial Loans purchased acquired pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Acquired Loans described in the related Additional Bxxx of Sale Initial 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 the Interim Eligible Lender Trustee and the Seller Depositor hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Trust a first priority security interest in and to all Additional Acquired Loans described in the related Additional Bxxx of Sale Initial 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14__________, 2014 200__ (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14February 22, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,016,072,990 (equal to $2,021,126,044 (representing the sale price of the Notes less underwriters' commissions and fees) less $5,013,554 (representing the Reserve Account Initial Deposit) less $39,500 (representing the Interest Rate Cap Upfront Fee)). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14May 26, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14November 30, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14January 25, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Sale Agreement Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 [SPE Seller] and the Seller [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], hereby sells to each of Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller [SPE Seller] and the Interim [SPE Seller] Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14[________], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the [SPE Seller], the Purchaser[SPE Seller] Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller [SPE Seller] hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of [SPE Seller] and the Seller and [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller], authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from [SPE Seller] and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] 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 the Interim Eligible Lender Trustee [SPE Seller] and the Seller hereby grants to the Purchaser and the [SPE Seller] Eligible Lender Trustee for the benefit of [SPE Seller] hereby grants to Funding and the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of July 6, 2014 2010 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]852,862,500 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14November 30, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit on behalf of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Sale Agreement Master Securitization Terms Number 1000Agreement, dated August 14as of July 6, 2014 2010 (the “Master Terms Sale TermsAgreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. In consideration of the Purchase Price, the Seller shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account, (2) the Collection Account Initial Deposit into the Collection Account and (3) the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]852,862,500 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional a Sale Agreement as referred to in the Master Terms Sale Terms Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Sale TermsAgreement. All references in the Master Terms Sale Terms Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Terms regarding Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit on behalf of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Sale Agreement Master Securitization Terms Number 1000Agreement, dated August 14as of __________, 2014 20__ (the “Master Terms Sale TermsAgreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. In consideration of the Purchase Price, the Seller shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account, (2) the Collection Account Initial Deposit into the Collection Account and (3) the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]_____ (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional a Sale Agreement as referred to in the Master Terms Sale Terms Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Sale TermsAgreement. All references in the Master Terms Sale Terms Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Terms regarding Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Blue Ridge Funding and the Seller 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 the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Blue Ridge Funding and the Interim Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14February 26, 2014 2015 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBlue Ridge Funding, the PurchaserBlue Ridge Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of Blue Ridge Funding and the Seller and Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee Blue Ridge Funding and the Seller hereby grants to the Purchaser and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grants to Funding and the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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, SLM ECFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 11, 2014 2013 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[­­_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14June 29, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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.of

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of December 22, 2014 2009 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]1,428,420,000 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Blue Ridge Funding and the Seller 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 the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Blue Ridge Funding and the Interim Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14November 25, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBlue Ridge Funding, the PurchaserBlue Ridge Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of Blue Ridge Funding and the Seller and Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee Blue Ridge Funding and the Seller hereby grants to the Purchaser and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grants to Funding and the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 5, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14September 20, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14July 20, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 1410, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,515,129,886, equal to $2,521,531,556 (representing the sale price of the Notes less underwriters' commissions and fees), less $6,252,920 (representing the Reserve Account Initial Deposit), and less $148,750 (representing the Interest Rate Cap Agreement Upfront Payment). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of July 23, 2014 2009 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]546,125,900 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14March 3, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14May 3, 2014 2012 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Seller and VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 15, 2014 2010 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVL Funding, the PurchaserVL Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee for the benefit of the Seller VL Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 Interim VL Funding Eligible Lender Trustee and for the Seller benefit of VL Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14July 27, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 20, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Purchase Agreement SLM ECFC 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 15, 2014 2010 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August December 14, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____·], equal to $[·] (representing the sale price of the Floating Rate Notes less underwriters’ commissions and fees), less $[·] (representing the Reserve Account Initial Deposit), less $[·] (representing the Capitalized Interest Account Initial Deposit) and less $[·] (representing the Interest Rate Cap Upfront Payment). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans, Eligible Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Purchased Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14February 22, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Purchase Agreement SLM ECFC 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of November 23, 2014 2004 (the “"Master Sale Terms”Terms Purchase Agreement"), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]1,465,934,280, equal to $1,481,226,472 (representing the sale price of the Notes less underwriters' discounts and fees), less $3,713,868 (representing the Reserve Account Initial Deposit), and less $7,302,491 (representing the Capitalized Interest Account Initial Deposit). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans, Eligible Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Bill of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx tx xxe Bill of Sale (in lieu of OE Form 1074), as official notification to the xxx applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Purchased Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Initial Loans shall equal $2,948,109,716.21 (equal to $3,021,991,509.50 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,507,007 (representing the Reserve Account Initial Deposit), less $6,400,000 (representing the Collection Account Initial Deposit), less $17,000,000 (representing the Capitalized Interest Account Deposit) and less $42,974,786.29 (representing the Supplemental Purchase Price shall be $[_____]Account Initial Deposit). This document shall constitute an Additional the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale 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 Additional Initial Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Additional Initial Loans described in the related Additional Bxxx of governed by this Initial Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Purchased Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14October 12, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Additional Loans Purchase Price, SLM ECFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14November 18, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first SLM ECFC Purchase Agreement 1 priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14October 12, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 30, 2014 2008 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of November 27, 2014 2007 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]1,781,354,875 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Initial Loans shall equal $2,937,452,761.54 (equal to $3,046,853,895 (representing the sale price of the Notes less underwriters’ discounts and fees), less $7,509,665 (representing the Reserve Account Initial Deposit), less $13,620,000 (representing the Collection Account Initial Deposit), less $40,000,000 (representing the Capitalized Interest Account Deposit) and less $48,271,468.46 (representing the Supplemental Purchase Price shall be $[_____]Account Initial Deposit). This document shall constitute an Additional the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale 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 Additional Initial Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Additional Initial Loans described in the related Additional Bxxx of governed by this Initial Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Initial Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Sale Agreement Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Purchased Loans described in the related Additional Bxxx 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.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,240,419,112 (equal to $2,267,847,157 (representing the sale price of the Notes less initial purchasers' commissions and fees) LESS $5,628,045 (representing the Reserve Account Initial Deposit) LESS $21,750,000 (representing the Capitalized Interest Account Initial Deposit) and LESS $50,000 (representing the upfront fee on the Interest Rate Cap Swap Agreement)). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 1426, 2014 2010 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August September 14, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Sale Agreement Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14February 23, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 145, 2014 2008 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Sale Agreement The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]1,497,460,610.44 (equal to $1,501,238,568.44 (representing the offering price of the Securities less underwriters' commissions) less $3,752,958 (representing the Reserve Account Initial Deposit) less $25,000 (representing the initial deposit into the Collection Account). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Bill xx Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of the Bill xx Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer date of Additional Loans described in the related Additional 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loanspurchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14March 27, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14January 26, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx of Sale and related Purchase Agreement SLM ECFC 5 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,001,516,878 (equal to $2,019,351,145 (representing the sale price of the Securities less underwriters' commissions and fees) less $5,009,267 (representing the Reserve Account Initial Deposit) less $12,000,000 (representing the Capitalized Interest Account Initial Deposit) less $500,000 (representing the Collection Account Initial Deposit). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 FUNDING CORPORATION (Seller) SLM STUDENT LOAN TRUST 2002-6 (Purchaser) by Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Eligible Lender Trustee By: By: Name: Name: Title: Title: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Eligible Lender Trustee By: By: Name: Name: Title: Title: 2 SALE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED NOVEMBER 5, 2002 Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation (the "Seller"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in favor of Chase Manhattan Bank USA, National Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust 2002-6 (the "Purchaser"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Sale Agreement among Seller, Purchaser, Interim Eligible Lender Trustee, and the Eligible Lender Trustee which covers this 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, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by Purchaser as Purchaser may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Additional Loans Purchase Price, SLM ECFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14May 3, 2014 2012 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[­­_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 1428, 2014 2008 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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, SLM ECFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14November 8, 2014 2012 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[­­_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14November 18, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14April 13, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Initial Loans shall equal $2,473,658,150.68 (equal to $2,564,988,955.10 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Price shall be $[_____]Account Initial Deposit). This document shall constitute an Additional the Initial Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale 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 Additional Initial Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Additional Initial Loans described in the related Additional Bxxx of governed by this Initial Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional the Initial Bxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Initial 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Purchased Loans described in the related Additional Initial 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 15, 2014 2010 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14February 15, 2014 2005 (the “"Master Sale Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14February 23, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “Master Sale Terms”)) and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]1,987,042,059, equal to $1,852,032,894 (representing the sale price of the Floating Rate Notes less underwriters’ commissions and fees), plus $168,067,222 (representing the sale price of the Reset Rate Notes less initial purchasers discounts and fees), less $5,013,057 (representing the Reserve Account Initial Deposit), less $28,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $45,000 (representing the Interest Rate Cap Upfront Payment). In addition, SLMA shall make the Collection Account Initial Deposit of $2,721,028 on behalf of the Issuer. This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of June 26, 2014 2007 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]1,304,816,150 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14June 12, 2014 2008 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (BLUEMONT FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 1411, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 1426, 2014 2010 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,243,819,135 (equal to $1,137,775,232 (representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees) PLUS $1,135,669,574 (representing the sale price of the Reset Rate Notes less underwriters' commissions and fees) LESS $5,640,826 (representing the Reserve Account Initial Deposit) LESS $20,000,000 (representing the Capitalized Interest Account Initial Deposit), LESS $3,984,845 (representing the Remarketing Fee Account Initial Deposit) and less $125,000 (representing the Interest Rate Cap Upfront Payment). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14March 15, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14January 26, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement — Master (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 the Seller and SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14June 10, 2014 2004 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLMA, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLMA hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLMA authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLMA 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 the Interim Eligible Lender Trustee and the Seller SLMA hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14February 22, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Sale Agreement Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14October 20, 2014 2004 (the “"Master Sale Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 transfer from the Depositor of the Seller and ownership of the Loans being substituted for, Wachovia Bank hereby substitutes such Loans by transferring to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Depositor the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee Wachovia Bank in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14[______], 2014 20[__] (the “Master Sale TermsPurchase Agreement”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerWachovia Bank, the Purchaser, Depositor and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans amount to be remitted by Wachovia Bank to the Administrator pursuant to Section 6(B) of the Purchase Price Agreement shall be $[_____[ ]. This document shall constitute an Additional Sale a Subsequent Transfer Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsPurchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Substituted Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Substituted Loans governed by this Additional Sale Subsequent Transfer Agreement. The Seller Wachovia Bank hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms Purchase Agreement regarding the Additional Substituted Loans described in the related Additional Bxxx Subsequent Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and Wachovia Bank authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Depositor to use a copy of the related Additional Bxxx Subsequent Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser Depositor of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Substituted Loans described in the related Additional Bxxx Subsequent Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansLoans from Wachovia Bank 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 the Interim Eligible Lender Trustee and the Seller Wachovia Bank hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser Depositor a first priority security interest in and to all Additional Substituted Loans described in the related Additional Bxxx 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 Additional Loans Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14May 26, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14March 9, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser SLC and the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000Purchase Agreement, dated August 14as of June 26, 2014 2008 (the “Master Sale TermsTerms Purchase Agreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the SellerSLC, the PurchaserSLC Receivables, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]2,051,806,137 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding Purchase Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14June 12, 2014 2008 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Purchase Agreement SLM ECFC 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14July 27, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14March 9, 2014 2006 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14July 27, 2014 2005 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding, hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14January 28, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit on behalf of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of the Seller) in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Sale Agreement Master Securitization Terms Number 1000Agreement, dated August 14as of June 26, 2014 2007 (the “Master Terms Sale TermsAgreement”), and any amendments thereto permitted by its termsthereto, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. In consideration of the Purchase Price, the Seller shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account, (2) the Collection Account Initial Deposit into the Collection Account and (3) the Capitalized Interest Account Initial Deposit into the Capitalized Interest Account. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[_____]1,304,816,150 (representing the sale price of the Notes less underwriters’ discounts and fees). This document shall constitute an Additional a Sale Agreement as referred to in the Master Terms Sale Terms Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms Sale TermsAgreement. All references in the Master Terms Sale Terms Agreement to Loans or Additional Loans or to Purchased Eligible Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Terms regarding Agreement and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Seller) to the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of the Purchaser). 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Bluemont Funding and the Seller and Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 9, 2014 2009 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBluemont Funding, the PurchaserBluemont Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Bluemont Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee for the benefit of the Seller Bluemont Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Bluemont Funding and the Bluemont Funding Eligible Lender Trustee for the benefit of Bluemont 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 Bluemont Funding and the Interim Bluemont Funding Eligible Lender Trustee and for the Seller benefit of Bluemont Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August November 14, 2014 2013 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Seller hereby sells to the Seller and the Interim Eligible Lender Owner Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Trust the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Student Loans accepted for purchase, subject to all the terms and conditions of the Sale Master Terms Sales Agreement ("Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), Sales Agreement") and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trust and the Eligible Lender Owner Trustee. The applicable Additional Loans Purchase Price of the Students Loans shall be equal $[_____]1,387,388.79. This document shall constitute an Additional Sale a Sales Agreement as referred to in the Master Sale Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsSales Agreement. All references in the Master Sale Terms Sales Agreement to Student Loans or Additional Qualified Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Students Loans governed by this Additional Sale Sales Agreement. The Seller 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 Sale Terms regarding Sales Agreement and makes such representations and warranties with respect to the Additional Student Loans described in governed by this Sales Agreement. Seller authorizes the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Owner Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Trust to use a copy of the related Additional Bxxx of Bill xx Sale, including the Student Loan Transmittal Summary Form attached to such Additional Bxxx of Sale (in lieu of OE Form 1074)the Bill xx Sale, as official notification to the applicable Guarantors any Guarantor of assignment to the Eligible Lender Owner Trustee on behalf of the Purchaser Trust of the Student Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Student Loans described in the related Additional Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansStudent Loans from Seller to the Owner 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Owner Trustee for the benefit of the Purchaser Trust a first priority security interest in and to all Additional Student Loans described in the related Additional Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, the Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]1,008,560,064 (equal to $1,013,073,071 (representing the sale price of the Notes less underwriters' commissions and fees) less $2,513,007 (representing the Reserve Account Initial Deposit) less $2,000,000 (representing the Capitalized Interest Account Initial Deposit). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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, Navient CFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee Navient CFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14[________], 2014 20[__] (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerNavient CFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[­­_____]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Navient CFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and Navient CFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional 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 the Interim Eligible Lender Trustee and the Seller Navient CFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Loans described in the related Additional 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, SLM ECFC hereby sells to each of the Seller Funding and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14January 19, 2014 2012 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerSLM ECFC, the Purchaser, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller SLM ECFC hereby grants to the Purchaser Funding and the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority SLM ECFC Purchase Agreement 1 security interest in and to all Additional Loans described in the related Additional Bxxx 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 Blue Ridge Funding and the Seller 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 the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller Blue Ridge Funding and the Interim Blue Ridge Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 23, 2014 2015 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerBlue Ridge Funding, the PurchaserBlue Ridge Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller Blue Ridge Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of Blue Ridge Funding and the Seller and Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee Blue Ridge Funding and the Seller hereby grants to the Purchaser and the Blue Ridge Funding Eligible Lender Trustee for the benefit of Blue Ridge Funding hereby grants to Funding and the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Seller and VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14May 26, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVL Funding, the PurchaserVL Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee for the benefit of the Seller VL Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 Interim VL Funding Eligible Lender Trustee and for the Seller benefit of VL Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 transfer from the Seller of the ownership of the Loans being substituted for, the Seller and hereby substitutes such Loans by transferring to the Interim Eligible Lender Trustee Trustee, for the benefit of the Seller hereby sells to each and on behalf of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Purchaser, the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchasesubstitution, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14, 2014 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans amount to be deposited by the Seller into the Collection Account pursuant to Section 6.2 of the Purchase Price Agreement shall be $[_____[ ]. This document shall constitute an Additional Sale a Subsequent Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsPurchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans or Additional Loans or to Purchased Substituted Loans, as applicable, shall be deemed to refer to the Additional Substituted Loans governed by this Additional Sale Subsequent Purchase Agreement. The Seller 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 Sale Terms Purchase Agreement regarding the Additional Substituted Loans described in the related Additional Bxxx Subsequent Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each Date or as of the date otherwise specified in said Sections. The Seller and authorizes the Interim Eligible Lender Trustee Trustee, for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit and on behalf of the Purchaser Purchaser, to use a copy of the related Additional Bxxx Subsequent Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 Trustee, for the benefit of and on behalf of the Purchaser Purchaser, of the Substituted Loans purchased transferred pursuant hereto on the Purchase Date. The Cutoff Date under this Subsequent Purchase Agreement is the close of business on [_________], 200[_]. The parties hereto intend that the transfer of Additional Substituted Loans described in the related Additional Bxxx Subsequent Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale substitution of such Purchased LoansSubstituted Loans from the Seller to the Interim Eligible Lender Trustee, for the benefit of and on behalf of the Purchaser. 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Substituted Loans described in the related Additional Bxxx Subsequent Xxxx of Sale 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 Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14June 18, 2014 2015 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____]. This document shall constitute an Additional Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 the Interim Eligible Lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 Seller and VL Funding Eligible Lender Trustee for the benefit of VL Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14March 3, 2014 2011 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVL Funding, the PurchaserVL Funding Eligible Lender Trustee, Funding, the Interim Eligible Lender Trustee Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VL Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VL Funding and the Interim VL Funding Eligible Lender Trustee for the benefit of the Seller VL Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 Interim VL Funding Eligible Lender Trustee and for the Seller benefit of VL Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000, dated August 14April 5, 2014 2007 (the “Master Sale Terms”), and any amendments thereto permitted by its terms, incorporated herein by reference, among the SellerVG Funding, the PurchaserVG Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee and the Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[_____[ ]. This document shall constitute an Additional Sale Purchase Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Purchase Agreement. The Seller VG Funding hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Additional Loans described in the related Additional Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee for the benefit of the Seller VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx 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 the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. Purchase Agreement (VG FUNDING) The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 VG Funding and the Interim VG Funding Eligible Lender Trustee and for the Seller benefit of VG Funding hereby grants to the Purchaser and the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to each of the Purchaser and the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000, dated August 14, 2014 1000 (the “"Master Sale Terms”)") and amendments, and any amendments thereto permitted by its terms, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee Trustee, Purchaser, and the Eligible Lender Trustee. The applicable Additional Initial Payment of the Loans Purchase Price shall be equal $[_____]2,484,081,556.50 (equal to $2,490,210,362.50 (representing the offering price of the Securities less underwriters' commissions) less $6,103,806 (representing the Reserve Account Initial Deposit) less $25,000 (representing the initial deposit into the Collection Account). This document shall constitute an Additional a Sale Agreement as referred to in the Master Sale Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale Terms. All references in the Master Sale Terms to Loans or Additional Eligible Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Sale Agreement. The Seller 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 Sale Terms regarding and makes such representations and warranties with respect to the Additional Loans described in the related Additional Bxxx of governed by this Sale and the related Loan Transmittal Summary Form, as of the related Purchase DateAgreement. Each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to such Additional Bxxx the Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Purchase Datedate of purchase. The parties hereto intend that the transfer of Additional Loans described in the related Additional Bxxx 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 intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender lender Trustee and the Seller hereby grants to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional Bxxx 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 FUNDING CORPORATION SLM STUDENT LOAN TRUST 1997-2 (Seller) (Purchaser) by Chase Manhattan Bank USA, National Association not in its individual capacity but By: /s/ XXXXXX X. XXXXXXX solely as Eligible Lender Trustee -------------------------- Name: Xxxxxx X. XxXxxxx Title: Executive Vice President By: /s/ XXXX X. XXXXXX and Chief Financial Officer ---------------------------- Name: Xxxx X. Xxxxxx Title: CHASE MANHATTAN BANK USA, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION NATIONAL ASSOCIATION (not in its individual (not in its individual capacity but solely as Interim capacity but solely as Eligible Eligible Lender Trustee) Lender Trustee) By: /s/ XXXX X. XXXXXX By: /s/ XXXX X. XXXXXX -------------------------- -------------------------- Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Title: SALE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED June 00, 0000 XXX Funding Corporation ("Seller") and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of the Seller, by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller in favor of Chase Manhattan Bank USA, National Association as Eligible Lender Trustee on behalf of SLM Student Loan Trust 1997-2 (the "Purchaser"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Sale Terms referred to in the Sale Agreement among Seller, Purchaser, Interim Eligible Lender Trustee, and the Eligible Lender Trustee which covers this 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, the Interim Eligible Lender Trustee for the benefit of the Seller agrees to individually endorse each Note in the form provided by Purchaser as Purchaser 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 SALE AGREEMENT MASTER LOAN SECURITIZATION TERMS 1000. BY EXECUTION HEREOF, THE SELLER ACKNOWLEDGES THAT THE SELLER HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE SALE AGREEMENT (" SALE AGREEMENT"). THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON PURCHASER'S PAYMENT TO SELLER OF THE INITIAL PAYMENT AS DEFINED IN THE MASTER SALE TERMS AND, UNLESS OTHERWISE AGREED BY SELLER AND PURCHASER, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER Chase Manhattan Bank USA, National Association not in its individual capacity but solely in its individual capacity but solely as Interim Eligible Lender Trustee for the Benefit of SLM Funding Corporation Lender Code: 833 253 By: _____________________________ (Signature of Authorized Officer) Name: ___________________________ Title: __________________________ =================================== | | | PURCHASER | | =============================== | | Chase Manhattan Bank USA, | | National Association | | not in its individual capacity | | but solely as Eligible Lender | | Trustee on behalf of SLM | | Student Loan Trust 1997-2 | | | | | | By: ___________________________ | | (Signature of Authorized | | Signatory for Purchaser) | | | | Name: _________________________ | | | | Title: ________________________ | | | | Date of Purchase: Jun. 18, 1997 | | | =================================== --------------------------------------------------------------------- | NOTE: Boxed areas on this form are to be completed by Purchaser. | --------------------------------------------------------------------- ATTACHMENT B XXXX OF SALE DATED JUNE 18, 1997 The undersigned SLM Funding Corporation ("Seller") and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of the Seller under the Interim Trust Agreement dated as of June 1, 1997 ("Interim Eligible Lender Trustee"), for value received and pursuant to the terms and conditions of Sale Agreement Number 1 ("Sale Agreement") among Seller, the Interim Eligible Lender Trustee, SLM Student Loan Trust 1997-2 ("Purchaser") and Chase Manhattan Bank USA, National Association as the Eligible Lender Trustee, do hereby sell, assign and convey to the Eligible Lender Trustee on behalf of Purchaser and its assignees all right, title and interest of Seller and the Interim Eligible Lender Trustee, including the insurance interest of Seller and the Interim Eligible Lender Trustee under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Eligible Lender Trustee on behalf of Purchaser has accepted for purchase. The portfolio accepted for purchase by the Eligible Lender Trustee on behalf of Purchaser and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Seller hereby makes the representations and warranties set forth in Section 5 of the Sale Agreement Master Securitization Terms Number 1000 incorporated by reference in the Sale Agreement. Seller and the Interim Eligible Lender Trustee authorize the Eligible Lender Trustee on behalf of Purchaser to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Eligible Lender Trustee on behalf of Purchaser of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE Number of Principal Number of Principal LOAN TYPE Loans* Balance** Loans* Balance** --------- ------ --------- ------ --------- SUBSIDIZED XXXXXXXX Interim 106,127 346,076,264 106,127 346,076,264 Repayment 510,110 1,203,815,092 510,110 1,203,815,092 616,237 1,549,891,356 616,237 1,549,891,356 TOTAL 846,571 2,441,522,427 846,571 2,441,522,427 ======= ============= ======= ============= 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 Seller's estimated calculations, which may be adjusted upward or downward based upon Purchaser's reconciliation. **Includes interest to be capitalized.