Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 (equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill of Sale and Loan Transmittal Summary Form be, and be construed ax, x valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,234,345,457 (equal to $1,338,079,989 1,342,237,933 (represents representing the sale price of the Notes less underwriters' commissions) less $3,118,201 3,124,915 (representing the Reserve Account Initial Deposit) less $102,590,156 102,811,061 (representing the Cash Capitalization Account initial depositInitial Deposit) less $609,000 1,956,500 (represents representing the upfront payment of the Interest Rate Cap Agreement)) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 (equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) 690,334,386 and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 (equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) 989,560,242 and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,503,735,210.46 (equal to $1,338,079,989 1,528,958,489.20 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 3,768,204 (representing the Reserve Account Initial Deposit) ), less $102,590,156 5,690,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 10,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $69,000 (representing the Interest Rate Cap AgreementAgreement Upfront Payment), less $3,341,193.53 (representing the Supplemental Purchase Account Initial Deposit), less $2,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $351,367.53 (representing the Excess Distribution Certificatepurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, LLC contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 (2,495,190,396, equal to $1,338,079,989 1,857,695,949 (represents representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees), plus $665,052,310 (representing the sale price of the Reset Rate Notes less underwriters' commissions) discounts and fees), less $3,118,201 6,265,863 (representing the Reserve Account Initial Deposit) ), less $102,590,156 21,250,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 37,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Upfront Payment), and less $5,000 (representing the Excess Distribution CertificateRemarketing Agents' Upfront Fee). This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (equal to $1,338,079,989 3,018,840,832.70 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 7,500,122 (representing the Reserve Account Initial Deposit) ), less $102,590,156 2,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 17,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Agreement Upfront Payment), and less $29,627,292.75 (representing the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 Trustee for the benefit of the Seller hereby sells to the Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Trustee, the Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,976,598,798 (equal to $1,338,079,989 2,234,270,052 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,670,000 (representing the Collection Account Initial Deposit) less $5,001,254 (representing the Reserve Account Initial Deposit) less $102,590,156 250,000,000 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap AgreementInitial Deposit) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller and the Interim Trustee on behalf of the Seller hereby grants grant to the Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 (2,001,426,824, equal to $1,338,079,989 1,177,356,429 (represents representing the sale price of the Floating Rate Notes less initial purchasers' commissions and fees), plus $843,396,769 (representing the sale price of the Reset Rate Notes less underwriters' commissions) commissions and fees), less $3,118,201 5,013,374 (representing the Reserve Account Initial Deposit) ), less $102,590,156 14,250,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), and less $609,000 63,000,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) and the Excess Distribution CertificateUpfront Payment). This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the 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 1000 Agreement, dated as of December 15, 2005 (the "Master Terms Sale TermsAgreement") ), and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (1,006,661,221.87, equal to $1,338,079,989 1,023,684,185 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 2,525,763 (representing the Reserve Account Initial Deposit) ), less $102,590,156 13,700,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), and less $609,000 797,200 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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, Eligible Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Seller and the 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 Bill of Sale, including the Loan Transmittal Summary Form attached to xxx Bill of Sale (in lieu of OE Form 1074) as official notification to thx xxplicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed axconxxxxed as, x a valid sale of such LoansPurchased Loans 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 intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan in loxx xn an xxxunt 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 Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the 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 1000 Agreement, dated as of June 15, 2005 (the "Master Terms Sale TermsAgreement") ), and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (2,038,518,766, equal to $1,338,079,989 2,078,612,548 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 5,093,782 (representing the Reserve Account Initial Deposit) ), less $102,590,156 35,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), and less $609,000 0 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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, Eligible Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Seller and the 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 Bill of Sale, including the Loan Transmittal Summary Form attached tx xxe Bill of Sale (in lieu of OE Form 1074) as official notification to txx xpplicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed axcoxxxxued as, x a valid sale of such LoansPurchased Loans 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 intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller Seller, the Interim Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,976,598,798 (equal to $1,338,079,989 (represents 2,234,270,052 representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,670,000, (representing the Collection Account Initial Deposit) less $5,001,254 (representing the Reserve Account Initial Deposit) less $102,590,156 250,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 (represents 0 representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLMA hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 (the "Master Sale Terms") and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLMA, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (121,764,822.23 equal to $1,338,079,989 1,735,631,500 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $3,118,201 7,425,742 (representing the Reserve Account Initial Deposit) ), less $102,590,156 35,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 155,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Agreement Upfront Payment), less $3,200,000 (representing the Collection Account Initial Deposit), less $589,349,348 (representing the Pre-Funding Account Initial Deposit), less $2,271,171,499.15 (representing the purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. and the Excess Distribution CertificateVG Funding, LLC contemporaneous herewith). This document shall constitute a Sale the Initial 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 Eligible Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLMA hereby makesmakes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the date hereofClosing Date. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, all including the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLMA hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the 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 1000 Agreement, dated as of June 28, 2006 (the "Master Terms Sale TermsAgreement") ), and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (2,199,023,930, equal to $1,338,079,989 2,247,545,230 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 5,521,300 (representing the Reserve Account Initial Deposit) ), less $102,590,156 43,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), and less $609,000 0 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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, Eligible Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Seller and the 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 Bill of Sale, including the Loan Transmittal Summary Form attached tx xxe Bill of Sale (in lieu of OE Form 1074) as official notification to txx xpplicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed axcoxxxxued as, x a valid sale of such LoansPurchased Loans 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 intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. [SIGNATURE PAGE FOLLOWS]

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 3,924,293,037.57 (equal to $1,338,079,989 4,184,419,737.50 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 10,058,076 (representing the Reserve Account Initial Deposit), less $11,560,000 (representing the Collection Account Initial Deposit), less $160,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 21,602,190.88 representing the Supplemental Purchase Account Initial Deposit) less $20,000,000 (representing the Cash Capitalization Add-On Consolidation Loan Account initial depositInitial Deposit) less $609,000 36,906,433.05 (represents representing the upfront payment of Initial Purchase Price under the Interest Rate Cap VG Funding Initial Purchase Agreement) and the Excess Distribution Certificate). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,980,674,548.81 (equal to $1,338,079,989 2,021,210,235.25 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 5,012,023 (representing the Reserve Account Initial Deposit) ), less $102,590,156 5,205,000 (representing the Cash Capitalization Collection Account initial depositInitial Deposit) and less $609,000 30,318,663.44 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateSupplemental Purchase Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,212,591,629.26 (equal to $1,338,079,989 2,287,730,868.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 5,588,740 (representing the Reserve Account Initial Deposit) ), less $102,590,156 7,230,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 46,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $6,320,499.34 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $10,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. The parties hereto intend that Each of the transfer Seller and the Interim Eligible Lender Trustee for the benefit of Loans described in the Bill Seller authorizes the Eligible Lender Trustee for the benefit of Sale and the Purchaser to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form be, and be construed ax, x valid sale attached to the Initial Xxxx of such Loans. However, Sale (in lieu of OE Form 1074) as official notification to the event that notwithstanding applicable Guarantor of assignment to the intentions Eligible Lender Trustee for the benefit of the parties, such transfer is deemed to be a transfer for security, then Purchaser of the Seller hereby grants to Initial Loans purchased pursuant hereto on the Purchaser a first priority security interest in and to all Loans described in the Bill of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt equal to the Purchase Price of such LoansClosing Date.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Inteirm Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,231,765,025 12,286,918.80 (representing the Principal Balance of the Loans accepted for purchase equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate13,713,810.89). This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between among VG Funding, the Seller VG Funding Eligible Lender Trustee, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 0 (equal to $1,338,079,989 3,370,964,493 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 8,250,167 (representing the Reserve Account Initial Deposit) ), less $102,590,156 3,263,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 65,500,000 (represents representing the upfront payment Capitalized Interest Account Initial Deposit), less $7,083,670.33 (representing the Supplemental Purchase Account Initial Deposit), less $775,000,000 (representing the Pre-Funding Account Initial Deposit), less $25,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,486,867,655.67 (representing the purchase price of the Interest Rate Cap Agreement) and Trust Student Loans being sold to the Excess Distribution CertificateInterim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller VG Funding hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and warranties with respect the VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the Seller VG Funding Eligible Lender Trustee hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,482,245,450.11 (equal to $1,338,079,989 2,585,945,031 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,301,341 (representing the Reserve Account Initial Deposit) ), less $102,590,156 3,964,049 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 66,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $7,434,190.89 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $20,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLC hereby sells to the Purchaser SLC Receivables the entire right, title and interest of the Seller SLC in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 Purchase Agreement, dated as of December 15, 2006 ("the “Master Sale Terms") Terms Purchase Agreement”), and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller SLC and the PurchaserSLC Receivables. The Initial Payment of for the Loans shall equal $1,231,765,025 3,045,882,973 (equal to $1,338,079,989 (represents representing the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) ’ discounts and the Excess Distribution Certificatefees). This document shall constitute a Sale 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 Eligible Loans Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. Seller SLC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms Purchase Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansLoans from SLC to SLC Receivables. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller SLC hereby grants to the Purchaser SLC Receivables a first priority security interest in and to all Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller (i) hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Master Terms Sale Agreement Agreement, dated as of December 15, 2006 (the “Master Securitization Terms Number 1000 ("Master Sale Terms") Agreement”), and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the PurchaserPurchaser and (ii) shall, upon receipt of the Purchase Price, deposit (1) the Reserve Account Initial Deposit into the Reserve Account and (2) the Collection Account Initial Deposit into the Collection Account. The Initial Payment of for the Loans shall equal $1,231,765,025 3,045,882,973 (equal to $1,338,079,989 (represents representing the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) ’ discounts and the Excess Distribution Certificatefees). This document shall constitute 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 Eligible Loans Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansLoans from the Seller to the Purchaser. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 $ (equal to $1,338,079,989 $ (represents the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 $ (representing the Reserve Account Initial Deposit) less $102,590,156 $ (representing the Cash Capitalization Account initial deposit) less $609,000 $ (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,348,950,015.16 (equal to $1,338,079,989 1,482,131,602 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 1,060,000 plus $0, (representing the Collection Account Initial Deposit) less $3,750,387 (representing the Reserve Account Initial Deposit) less $102,590,156 210,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 133,181,586.84 (represents representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the 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 1000 Agreement, dated as of September 28, 2005 (the "Master Terms Sale TermsAgreement") ), and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (1,006,661,221.87, equal to $1,338,079,989 1,023,684,185 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 2,525,763 (representing the Reserve Account Initial Deposit) ), less $102,590,156 13,700,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), and less $609,000 797,200 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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, Eligible Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Seller and the 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 Bill of Sale, including the Loan Transmittal Summary Form attached tx xxe Bill of Sale (in lieu xx XE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed axcoxxxxued as, x a valid sale of such LoansPurchased Loans 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 intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an xxxunt 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 (3,061,693,708.20, equal to $1,338,079,989 2,338,923,608.20 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) commissions and fees), plus $722,770,100 (representing the sale price of the Reset Rate Notes less initial purchasers discounts and fees), calculated using an exchange rate of $1.8110 equals (pound)1.00, less $3,118,201 7,516,286 (representing the Reserve Account Initial Deposit) ), less $102,590,156 32,000,000 (representing the Cash Capitalization Capitalized Interest Account initial depositInitial Deposit) and less $609,000 55,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) and Upfront Payment). In addition, the Excess Distribution CertificatePurchaser shall make the Collection Account Initial Deposit of $13,163,580.33. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,956,482,867.80 (equal to $1,338,079,989 3,092,479,931 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 7,540,932 (representing the Reserve Account Initial Deposit), less $9,200,000 (representing the Collection Account Initial Deposit), less $75,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 29,256,131.20 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 15,000,000 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 (3,013,648,962.24, equal to $1,338,079,989 2,439,045,625, (represents representing the sale price of the Floating Rate Notes less underwriters' commissionscommissions and fees) calculated using an exchange rate of $1.2605 equals (euro)1.00, plus $627,300,430 (representiNg the sale price of the Reset Rate Notes less initial purchasers discounts and fees), less $3,118,201 7,526,780 (representing the Reserve Account Initial Deposit) ), less $102,590,156 34,000,000 (representing the Cash Capitalization Capitalized Interest Account initial depositInitial Deposit) and less $609,000 84,875 (represents the upfront payment of representing the Interest Rate Cap Agreement) and Upfront Payment). In addition, the Excess Distribution CertificatePurchaser shall make the Collection Account Initial Deposit of $11,085,438.76. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller Seller, the Interim Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,975,788,501 (equal to $1,338,079,989 2,238,089,180 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,300,000, (representing the Collection Account Initial Deposit) less $5,000,679 (representing the Reserve Account Initial Deposit) less $102,590,156 255,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 91,188,693.19 (represents representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,490,024,902.78 (equal to $1,338,079,989 1,565,124,118.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 3,800,978 (representing the Reserve Account Initial Deposit) ), less $102,590,156 403,265 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 48,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $2,894,972.82 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $20,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,936,474,082.39 (equal to $1,338,079,989 4,024,006,070 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 10,000,000 (representing the Reserve Account Initial Deposit) ), less $102,590,156 13,700,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 20,000,000 (represents representing the upfront payment of Capitalized Interest Account Deposit), less $995,043,223 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $48,788,764.61 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Sale Agreement Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 3,961,199,470.62 (equal to $1,338,079,989 4,184,419,737.50 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 10,058,076 (representing the Reserve Account Initial Deposit), less $11,560,000 (representing the Collection Account Initial Deposit), less $160,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 21,602,190.88 representing the Supplemental Purchase Account Initial Deposit) less $20,000,000 (representing the Cash Capitalization Add-On Consolidation Loan Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateInitial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,739,957,411.64 (equal to $1,338,079,989 [5,163,395,407] (represents representing the U.S. Dollar sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 12,500,000 (representing the Reserve Account Initial Deposit) ), less $102,590,156 6,160,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 161,000,000 (represents representing the upfront payment of Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in Sale Agreement lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,505,900,094.67 (equal to $1,338,079,989 2,573,065,471.10 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,289,554 (representing the Reserve Account Initial Deposit) ), less $102,590,156 9,900,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 38,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $2,975,822.43 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $10,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller Seller, the Interim Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,033,918,114.18 (equal to $1,338,079,989 1,196,421,478.70 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 1,300,000, (representing the Collection Account Initial Deposit) less $2,721,089 (representing the Reserve Account Initial Deposit) less $102,590,156 117,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 (represents 41,071,559.92 representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,480,776,121.83 (equal to $1,338,079,989 2,588,677,371.20 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,282,712 (representing the Reserve Account Initial Deposit), less $3,500,000 (representing the Collection Account Initial Deposit), less $75,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 10,618,537.37 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 $ 12,500,000 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between among VG Funding, the Seller VG Funding Eligible Lender Trustee, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,482,245,450.11 (equal to $1,338,079,989 2,585,945,031 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,301,341 (representing the Reserve Account Initial Deposit) ), less $102,590,156 3,964,049 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 66,000,000 (represents representing the upfront payment Capitalized Interest Account Initial Deposit), less $7,434,190.89 (representing the Supplemental Purchase Account Initial Deposit), less $20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,493,102,402.61 (representing the purchase price of the Interest Rate Cap Agreement) and Trust Student Loans being sold to the Excess Distribution CertificateInterim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller VG Funding hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Bxxx of Sale Terms and makes such representations the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and warranties with respect the VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the Seller VG Funding Eligible Lender Trustee hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,977,345,864.49 (equal to $1,338,079,989 3,105,952,653.15 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 7,552,841 (representing the Reserve Account Initial Deposit) ), less $102,590,156 4,235,175 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 87,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $9,818,772.66 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit) and less $20,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. The parties hereto intend that Each of the transfer Seller and the Interim Eligible Lender Trustee for the benefit of Loans described in the Bill Seller authorizes the Eligible Lender Trustee for the benefit of Sale and the Purchaser to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form be, and be construed ax, x valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants attached to the Purchaser a first priority security interest in and to all Loans described in the Bill Initial Bxxx of Sale and Loan Transmittal Summary (in lieu of OE Form to secure a loan in an xxxunt equal 1074) as official notification to the Purchase Price applicable Guarantor of such Loans.assignment to the

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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,980,596,965.95 (equal to $1,338,079,989 3,112,062,479 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 7,540,141 (representing the Reserve Account Initial Deposit), less $4,100,000 (representing the Collection Account Initial Deposit), less $95,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 9,825,371.55 representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Cash Capitalization Add-On Consolidation Loan Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateInitial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Sale Agreement The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,477,971,652.46 (equal to $1,338,079,989 2,598,561,610 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,282,647 (representing the Reserve Account Initial Deposit), less $4,500,000 (representing the Collection Account Initial Deposit), less $85,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 12,307,310.54 representing the Supplemental Purchase Account Initial Deposit) less $12,500,000 (representing the Cash Capitalization Add-On Consolidation Loan Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateInitial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Sale Agreement The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 3,738,327,246.39 (equal to $1,338,079,989 4,134,014,723.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 10,054,909 (representing the Reserve Account Initial Deposit), less $11,090,000 (representing the Collection Account Initial Deposit), less $110,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 17,514,017.96 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 20,000,000 (represents representing the upfront payment of Add-On Consolidation Loan Account Initial Deposit) less $227,028,550.25 (representing the Interest Rate Cap Initial Purchase Price under the VG Funding Initial Purchase Agreement) and the Excess Distribution Certificate). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 Eligible Lender Trustee on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the 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 1000 Agreement, dated as of November 23, 2004 (the "Master Terms Sale TermsAgreement") ), and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (1,465,934,280, equal to $1,338,079,989 1,481,226,472 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 3,713,868 (representing the Reserve Account Initial Deposit) ), and less $102,590,156 7,302,491 (representing the Cash Capitalization Capitalized Interest Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateInitial Deposit). This document shall constitute 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, Eligible Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. Each of the Seller and the 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 Bill of Sale, including the Loan Transmittal Summary Form attached tx xxe Bill of Sale (in lieu of OE Form 1074) as official notification to txx xpplicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form be, and be construed axcoxxxxued as, x a valid sale of such LoansPurchased Loans 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 intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Purchased Loans described in the related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an xxxunt 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 Trustee for the benefit of the Seller hereby sells to the Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Trustee, the Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,075,400,389.70 (equal to $1,338,079,989 1,196,421,478.70 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 1,300,000 (representing the Collection Account Initial Deposit) less $2,721,089 (representing the Reserve Account Initial Deposit) less $102,590,156 117,000,000 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap AgreementInitial Deposit)) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller and the Interim Trustee on behalf of the Seller hereby grants grant to the Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,486,867,655.67 (equal to $1,338,079,989 3,370,964,493 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 8,250,167 (representing the Reserve Account Initial Deposit) ), less $102,590,156 3,263,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 65,500,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $7,083,670.33 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit), less $775,000,000 (representing the Pre-Funding Account Initial Deposit) and less $25,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 Trustee for the benefit of the Seller hereby sells to the Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller and the Interim Trustee in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Trustee, the Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,976,598,798 (equal to $1,338,079,989 2,234,270,052 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,670,000 (representing the Collection Account Initial Deposit) less $5,001,254 (representing the Reserve Account Initial Deposit) less $102,590,156 250,000,000 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap AgreementInitial Deposit) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller and the Interim Trustee on behalf of the Seller hereby grants grant to the Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,656,689,337.33 (equal to $1,338,079,989 [5,163,395,407] (represents representing the U.S. Dollar sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 12,500,000 (representing the Reserve Account Initial Deposit) ), less $102,590,156 6,160,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 161,000,000 (represents representing the upfront payment of Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Interest Rate Cap Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit), less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit), less $83,268,074.31 (representing the Initial Purchase Price under the VG Funding Initial Purchase Agreement) and the Excess Distribution Certificate). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,505,900,094.67 (equal to $1,338,079,989 2,573,065,471.10 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,289,554 (representing the Reserve Account Initial Deposit) ), less $102,590,156 9,900,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 38,000,000 (represents representing the upfront payment Capitalized Interest Account Initial Deposit), less $2,975,822.43 (representing the Supplemental Purchase Account Initial Deposit), less $10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $0 (representing the purchase price of the Interest Rate Cap Agreement) and Trust Student Loans being sold to the Excess Distribution CertificateInterim Eligible Lender Trustee by VG Funding, LLC contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Bxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 (the "Master Sale Terms") and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, the Interim Eligible Lender Trustee and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 (2,899,459,275.71 equal to $1,338,079,989 1,351,287,357 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) discounts and fees), plus $2,584,878,327 (representing the sale price of the Reset Rate Notes less initial purchasers' discounts and fees), less $3,118,201 9,750,261 (representing the Reserve Account Initial Deposit) ), less $102,590,156 30,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 196,140 (represents representing the upfront payment of the total Interest Rate Cap AgreementAgreements Upfront Payment), less $18,400,007.29 (representing the Collection Account Initial Deposit) and less $978,360,000 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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, or Initial Loans or Eligible Loans to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and makes such representations the related Loan Transmittal Summary Form, as of the Closing Date. Each of the Seller and warranties with respect 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions 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 Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,503,735,210.46 (equal to $1,338,079,989 1,528,958,489.20 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 3,768,204 (representing the Reserve Account Initial Deposit) ), less $102,590,156 5,690,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 10,000,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less $69,000 (representing the Interest Rate Cap AgreementAgreement Upfront Payment), less $3,341,193.53 (representing the Supplemental Purchase Account Initial Deposit) and less $2,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,231,765,025 133,181,586.84 (representing the Principal Balance of the Loans accepted for purchase equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate148,560,650.60). This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLMA hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 (the "Master Sale Terms") and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLMA, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 (2,599,991,224.47 equal to $1,338,079,989 2,439,045,626 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) discounts and fees), plus $627,300,430 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $3,118,201 7,526,780 (representing the Reserve Account Initial Deposit) ), less $102,590,156 34,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 84,875 (represents the upfront payment of representing the Interest Rate Cap AgreementAgreement Upfront Payment), less $411,677,727.37 (representing the purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. contemporaneous herewith) and less $10,622,706.37 (representing the Excess Distribution Certificateportion of the Collection Account Initial Deposit attributable to the Loans owned by SLMA listed on the attached Exception Report). This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. Seller SLMA hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Purchase Agreement. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale Agreement(in lieu of OE Form 1074), as official notification to the Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansLoans from SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLMA hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 948,001,928.71 (equal to $1,338,079,989 1,645,783,165 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,700,000 (representing the Collection Account Initial Deposit) less $3,762,659 (representing the Reserve Account Initial Deposit) less $102,590,156 154,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 537,318,577.29 (represents representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,486,867,655.67 (equal to $1,338,079,989 3,370,964,493 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 8,250,167 (representing the Reserve Account Initial Deposit) ), less $102,590,156 3,263,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 65,500,000 (represents representing the upfront payment of Capitalized Interest Account Initial Deposit), less 7,083,670.33 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit), less $775,000,000 (representing the Pre-Funding Account Initial Deposit) and less $25,000,000 (representing the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,696,587,570.27 (equal to $1,338,079,989 2,591,250,000 (represents representing the U.S. Dollar sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,250,000 (representing the Reserve Account Initial Deposit) ), less $102,590,156 1,110,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 85,000,000 (represents representing the upfront payment of Capitalized Interest Account Deposit), less $18,131,504.73 (representing the Interest Rate Cap AgreementSupplemental Purchase Account Initial Deposit), less $7,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $772,044,233 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Sale Agreement Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("Master Sale Terms") and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 $ (equal to $1,338,079,989 $ -------- (represents the sale price of the Notes less underwriters' commissions) -------- less $3,118,201 $ (representing the Reserve Account Initial Deposit) less $102,590,156 $ --------- ----- (representing the Cash Capitalization Account initial deposit) less $609,000 $ -------- (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 (the "Master Sale Terms") and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (1,466,283,072.57, equal to $1,338,079,989 1,506,696,335 (represents representing the sale price of the Notes less underwriters' commissions) discounts and fees), less $3,118,201 3,750,150 (representing the Reserve Account Initial Deposit) ), less $102,590,156 2,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 20,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Agreement Upfront Payment), and less $34,643,112.43 (representing the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Inteirm Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,231,765,025 41,482,275.52 (representing the Principal Balance of the Loans accepted for purchase equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate41,071,559.92). This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,696,587,570.27 (equal to $1,338,079,989 2,591,250,000 (represents representing the U.S. Dollar sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,250,000 (representing the Reserve Account Initial Deposit) ), less $102,590,156 1,110,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 85,000,000 (represents representing the upfront payment of Capitalized Interest Account Deposit), less $18,131,504.73 (representing the Interest Rate Cap Supplemental Purchase Account Initial Deposit), less $7,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit), less $772,044,233 (representing the Pre-Funding Account Initial Deposit), less $8,190,770.44 (representing the Initial Purchase Price under the VG Funding Purchase Agreement) and the Excess Distribution Certificate). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,552,149,613 (equal to $1,338,079,989 1,552,149,613 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 3,769,348.00 (representing the Reserve Account Initial Deposit), less $4,000,000 (representing the Collection Account Initial Deposit), less $44,000,000.00 (representing the Capitalized Interest Account Deposit) less $102,590,156 11,693,891.63 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 $ 7,500,000 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateAdd-On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Sale Agreement Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, the Interim Eligible Lender Trustee and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 (2,392,936,321.48 equal to $1,338,079,989 1,735,631,500 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) ’ discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers’ discounts and fees), less $3,118,201 7,425,742 (representing the Reserve Account Initial Deposit) ), less $102,590,156 35,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 155,000 (represents the upfront payment of representing the Interest Rate Cap AgreementAgreement Upfront Payment), less 3,200,000 (representing the Collection Account Initial Deposit) and less $589,349,348 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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 or Eligible Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makesmakes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the date hereofClosing 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 Initial Xxxx of Sale, all including the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions 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 Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,482,131,602 (equal to $1,338,079,989 1,696,941,989 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 1,060,000 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 $3,750,387 (representing the Reserve Account Initial Deposit) less $102,590,156 210,000,000 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap AgreementInitial Deposit)) and the Excess Distribution Certificate. This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 3,965,355,796.64 (equal to $1,338,079,989 4,134,014,723.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 10,054,909 (representing the Reserve Account Initial Deposit), less $11,090,000 (representing the Collection Account Initial Deposit), less $110,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 17,514,017.96 representing the Supplemental Purchase Account Initial Deposit) less $20,000,000 (representing the Cash Capitalization Add-On Consolidation Loan Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateInitial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Sale Agreement Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLM ECFC hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLM ECFC, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,467,964,603.06 (equal to $1,338,079,989 2,598,561,610 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 6,282,647 (representing the Reserve Account Initial Deposit), less $4,500,000 (representing the Collection Account Initial Deposit), less $85,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 12,307,310.54 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 12,500,000 (represents representing the upfront payment of Add-On Consolidation Loan Account Initial Deposit) less $10,007,049.40 (representing the Interest Rate Cap Initial Purchase Price under the VG Funding Initial Purchase Agreement) and the Excess Distribution Certificate). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLM ECFC hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations and warranties with respect the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLM ECFC hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,231,765,025 0 (representing the Principal Balance of the Loans accepted for purchase equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate0). This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLMA hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller SLMA in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLMA, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (121,764,822.23 equal to $1,338,079,989 1,735,631,500 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) ’ discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $3,118,201 7,425,742 (representing the Reserve Account Initial Deposit) ), less $102,590,156 35,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 155,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Agreement Upfront Payment), less $3,200,000 (representing the Collection Account Initial Deposit), less $589,349,348 (representing the Pre-Funding Account Initial Deposit), less $2,271,171,499.15 (representing the purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. and the Excess Distribution CertificateVG Funding, LLC contemporaneous herewith). This document shall constitute a Sale the Initial 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 Eligible Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller SLMA hereby makesmakes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the date hereofClosing Date. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, all including the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansPurchased Loans from SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLMA hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller SLMA hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of the Seller SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller among SLMA, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of the Loans shall equal $1,231,765,025 ([·] equal to $1,338,079,989 [·] (represents representing the sale price of the [·] Notes less underwriters' commissions) ’ discounts and fees), plus $[·] (representing the sale price of the [·] Notes less initial purchasers’ commissions and fees), less $3,118,201 [·] (representing the Reserve Account Initial Deposit) ), less $102,590,156 [·] (representing the Cash Capitalization Capitalized Interest Account initial depositInitial Deposit) and less $609,000 [·] (represents the upfront payment of representing the Interest Rate Cap Agreement) and Agreement Upfront Payment). In addition, SLMA shall make the Excess Distribution CertificateCollection Account Initial Deposit of $[·] on behalf of the Issuer. This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. Seller SLMA hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Purchase Agreement. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Bxxx of Sale Agreement(in lieu of OE Form 1074), as official notification to the Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Loans on the date of purchase. The parties hereto intend that the transfer of Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such LoansLoans from SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then the Seller SLMA hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Loans described in the Bill Bxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,975,714,632.31 (equal to $1,338,079,989 3,099,201,187.40 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 7,541,024 (representing the Reserve Account Initial Deposit), less $5,500,000 (representing the Collection Account Initial Deposit), less $82,000,000 (representing the Capitalized Interest Account Deposit) less $102,590,156 13,445,531.09 (representing the Cash Capitalization Supplemental Purchase Account initial depositInitial Deposit) less $609,000 $ 15,000,000 (represents representing the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution CertificateAdd -On Consolidation Loan Account Initial Deposit). This document shall constitute a 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Agreement. 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 Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. Sale Agreement The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Interim Trustee for the benefit of Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Purchase Agreement Master Securitization Terms Number 1000 ("“Master Sale Terms"”) and amendments, each incorporated herein by reference, between the Seller Seller, the Interim Trustee and the Purchaser. The Initial Payment of the Loans shall equal $1,231,765,025 1,962,382,693 (equal to $1,338,079,989 2,232,268,083 (represents representing the sale price of the Notes less underwriters' ’ commissions) less $3,118,201 2,600,000, (representing the Collection Account Initial Deposit) less $4,998,473 (representing the Reserve Account Initial Deposit) less $102,590,156 250,000,000 (representing the Cash Capitalization Account initial depositInitial Deposit) and less $609,000 (represents 13,713,811 representing the upfront payment purchase price of the Interest Rate Cap AgreementTrust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute a 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Purchase Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Purchase Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 (the "Master Sale Terms") and amendmentsany amendments thereto, each incorporated herein by reference, between among the Seller Seller, the Purchaser, the Interim Eligible Lender Trustee and the PurchaserEligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 (2,392,936,321.48 equal to $1,338,079,989 1,735,631,500 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers' discounts and fees), less $3,118,201 7,425,742 (representing the Reserve Account Initial Deposit) ), less $102,590,156 35,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 155,000 (represents the upfront payment of representing the Interest Rate Cap AgreementAgreement Upfront Payment), less 3,200,000 (representing the Collection Account Initial Deposit) and less $589,349,348 (representing the Excess Distribution CertificatePre-Funding Account Initial Deposit). This document shall constitute a 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 or Eligible Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makesmakes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding the Initial Loans described in the Initial Xxxx of Sale and the related Loan Transmittal Summary Form, as of the date hereofClosing 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 Initial Xxxx of Sale, all including the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee on behalf of the Purchaser of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions 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 Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between among VG Funding, the Seller VG Funding Eligible Lender Trustee, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 2,212,591,629.26 (equal to $1,338,079,989 2,287,730,868.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 5,588,740 (representing the Reserve Account Initial Deposit) ), less $102,590,156 7,230,000 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 46,000,000 (represents representing the upfront payment Capitalized Interest Account Initial Deposit), less $6,320,499.34 (representing the Supplemental Purchase Account Initial Deposit), less $10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $6,583,820.05 (representing the purchase price of the Interest Rate Cap Agreement) and Trust Student Loans being sold to the Excess Distribution CertificateInterim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller VG Funding hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations the related Loan Transmittal Summary Form, as of the Closing Date. Purchase Agreement No. 1 (VG Funding) 27 Each of VG Funding and warranties with respect the VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the Seller VG Funding Eligible Lender Trustee hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement No. 1 (VG Funding) 28

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, the Seller hereby sells to the Purchaser the entire right, title and interest of the Seller in the Loans accepted for purchase, subject to all the terms and conditions of the Sale Agreement Master Securitization Terms Number 1000 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between the Seller and the Purchaser. The Initial Payment of for the Loans shall equal $1,231,765,025 542,691,763.06 (representing the Principal Balance of the Loans accepted for purchase equal to $1,338,079,989 (represents the sale price of the Notes less underwriters' commissions) less $3,118,201 (representing the Reserve Account Initial Deposit) less $102,590,156 (representing the Cash Capitalization Account initial deposit) less $609,000 (represents the upfront payment of the Interest Rate Cap Agreement) and the Excess Distribution Certificate537,318,577.29 multiplied by 101%). This document shall constitute 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 Eligible Loans shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all the representations and warranties contained in the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. The parties hereto intend that the transfer of Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Loans. However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then the Seller hereby grants to the Purchaser a first priority security interest in and to all Loans described in the Bill Xxxx of Sale and Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such 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 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 ("the “Master Sale Terms"”) and amendments, each incorporated herein by reference, between among the Seller Seller, the Interim Eligible Lender Trustee, the Purchaser, and the PurchaserEligible Lender Trustee. The Initial Payment of for the Loans shall equal $1,231,765,025 (2,192,940,233.98, equal to $1,338,079,989 1,236,528,759 (represents representing the sale price of the Floating Rate Notes less underwriters' commissions) ’ discounts and fees), plus 1,009,658,085.50 (representing the sale price of the reset rate notes to the Initial Purchasers, less $3,118,201 5,524,869 (representing the Reserve Account Initial Deposit) ), less $102,590,156 30,000,000 (representing the Cash Capitalization Capitalized Interest Account initial deposit) Initial Deposit), less $609,000 108,000 (represents the upfront payment of representing the Interest Rate Cap Agreement) Agreement Upfront Payment), and less $17,640,741.52 (representing the Excess Distribution CertificateCollection Account Initial Deposit). This document shall constitute 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 Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Agreement. The Seller hereby makes, as of the date hereof, all makes the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Loans governed by this Sale Agreement. 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 Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Xxxx of Sale (in lieu of OE Form 1074) as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Eligible Lender Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Bill related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt 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 VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the Seller 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 ("the “Master Sale Terms"”) and amendmentsany amendments thereto, each incorporated herein by reference, between among VG Funding, the Seller VG Funding Eligible Lender Trustee, Funding, and the PurchaserInterim Eligible Lender Trustee. The Initial Payment of for the Initial Loans shall equal $1,231,765,025 1,490,024,902.78 (equal to $1,338,079,989 1,565,124,118.60 (represents representing the sale price of the Notes less underwriters' commissions) ’ discounts and fees), less $3,118,201 3,800,978 (representing the Reserve Account Initial Deposit) ), less $102,590,156 403,265 (representing the Cash Capitalization Collection Account initial deposit) Initial Deposit), less $609,000 48,000,000 (represents representing the upfront payment Capitalized Interest Account Initial Deposit), less $2,894,972.82 (representing the Supplemental Purchase Account Initial Deposit), less $20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $1,497,505,654.20 (representing the purchase price of the Interest Rate Cap Agreement) and Trust Student Loans being sold to the Excess Distribution CertificateInterim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute a Sale the Initial 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, Eligible Loans, Initial Loans or Eligible Loans Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Sale Initial Purchase Agreement. Seller VG Funding hereby makes, as of the date hereof, makes all the representations and warranties contained set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Master Initial Xxxx of Sale Terms and makes such representations the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and warranties with respect the VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans governed by this Sale Agreementpurchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed axas, x a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the Seller VG Funding Eligible Lender Trustee hereby grants to the Purchaser Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Bill Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an xxxunt amount equal to the Purchase Price of such Purchased Loans.