Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (equal to $[5,163,395,407] (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,192,940,233.98, equal to $[5,163,395,407] 1,236,528,759 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus 1,009,658,085.50 (representing the sale price of the reset rate notes to the Initial Purchasers, less $12,500,000 5,524,869 (representing the Reserve Account Initial Deposit), less $6,160,000 30,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $161,000,000 108,000 (representing the Capitalized Interest Account DepositRate Cap Agreement Upfront Payment), and less $18,041,558.36 17,640,741.52 (representing the Supplemental 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 Pre-Funding Collection Account Initial Deposit). This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 related 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 129,855,230.91 (equal to $[5,163,395,407] 3,018,840,832.70 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,500,122 (representing the Reserve Account Initial Deposit), less $6,160,000 2,000,000 (representing the Capitalized Interest Account Initial Deposit), less $17,000 (representing the Interest Rate Cap Agreement Upfront Payment), and less $29,627,292.75 (representing the Collection Account Initial Deposit), and less $161,000,000 2,849,841,187.34 (representing the Capitalized Interest Account Deposit)purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, less $18,041,558.36 (representing the Supplemental 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 Pre-Funding Account Initial DepositLLC contemporaneous herewith). This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial related 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, each of the Seller and Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee Xxxxxx Xxx 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, among the SellerXxxxxx Mae, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 2,243,819,135 (equal to $[5,163,395,407] 1,137,775,232 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), ) PLUS $1,135,669,574 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees) LESS $12,500,000 5,640,826 (representing the Reserve Account Initial Deposit), less ) LESS $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 20,000,000 (representing the Capitalized Interest Account Initial Deposit), less ) LESS $18,041,558.36 3,984,845 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Remarketing Fee Account Initial Deposit) and less $2,210,736,437 125,000 (representing the Pre-Funding Account Initial Depositupfront payment on the Interest Rate Cap Agreement). This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller Xxxxxx Xxx hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from Xxxxxx Mae 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 each of Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreementloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and [SLM ECFC or VG Funding] hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee [SLM ECFC or VG Funding] 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, among the Seller[SLM ECFC or VG Funding], the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 ([·] equal to $[5,163,395,407·] (representing the U.S. Dollar sale price of the [·] Notes less underwriters’ discounts and fees), plus $[·] (representing the sale price of the [·] Notes less initial purchasers’ commissions and fees), less $12,500,000 [·] (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 [·] (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental 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 Pre-Funding Interest Rate Cap Agreement Upfront Payment), and less $[·] (representing the purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by [SLM Education Credit Finance Corporation or VG Funding, LLC] contemporaneous herewith). In addition, [SLM ECFC or VG Funding] shall make the Collection Account Initial Deposit)Deposit of $[·] on behalf of the Issuer. This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller [SLM ECFC or VG Funding] hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and [SLM ECFC or VG Funding] authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial related 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from [SLM ECFC or VG Funding] 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 each of [SLM ECFC or VG Funding] hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,480,776,121.83 (equal to $[5,163,395,407] 2,588,677,371.20 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,282,712 (representing the Reserve Account Initial Deposit), less $6,160,000 3,500,000 (representing the Collection Account Initial Deposit), less $161,000,000 $ 75,000,000 (representing the Capitalized Interest Account Initial Deposit), ) and less $18,041,558.36 10,618,537.37 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 $ 12,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,212,591,629.26 (equal to $[5,163,395,407] 2,287,730,869 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 5,588,740 (representing the Reserve Account Initial Deposit), less $6,160,000 7,230,000 (representing the Collection Account Initial Deposit), less $161,000,000 46,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 6,320,499.34 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement No. 1 (SLM ECFC) 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement No. 1 (SLM ECFC) 2

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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,486,867,655.67 (equal to $[5,163,395,407] 3,370,964,493 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 8,250,167 (representing the Reserve Account Initial Deposit), less $6,160,000 3,263,000 (representing the Collection Account Initial Deposit), less $161,000,000 65,500,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 7,083,670.33 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 775,000,000 (representing the Pre-Funding Account Initial Deposit) and less $25,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,097,873,330.50 (equal to $[5,163,395,407] 2,021,210,235.25 (representing the U.S. Dollar sale price of the Notes less underwriters’ ' discounts and fees), less $12,500,000 5,012,023 (representing the Reserve Account Initial Deposit), less $6,160,000 5,205,000 (representing the Collection Account Initial Deposit), ) less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 30,318,663.44 (representing the Supplemental Purchase Account Initial Deposit), and less $15,000,000 882,801,218.31 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing purchase price of the Pre-Funding Account Initial DepositTrust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, LLC contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Purchaser, the Interim Eligible Lender Trustee, the Purchaser, Trustee and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,899,459,275.71 equal to $[5,163,395,407] 1,351,287,357 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $2,584,878,327 (representing the sale price of the Reset Rate Notes less initial purchasers' discounts and fees), less $12,500,000 9,750,261 (representing the Reserve Account Initial Deposit), less $6,160,000 30,000,000 (representing the Capitalized Interest Account Initial Deposit), less $196,140 (representing the total Interest Rate Cap Agreements Upfront Payment), less $18,400,007.29 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 978,360,000 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing 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, 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit on behalf 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 on behalf for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 3,924,293,037.57 (equal to $[5,163,395,407] 4,184,419,737.50 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 10,058,076 (representing the Reserve Account Initial Deposit), less $6,160,000 11,560,000 (representing the Collection Account Initial Deposit), less $161,000,000 160,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 (21,602,190.88 representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 36,906,433.05 (representing the Pre-Initial Purchase Price under the VG Funding Account Initial DepositPurchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the 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, among the SellerVG Funding, the Interim VG Funding Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,482,245,450.11 (equal to $[5,163,395,407] 2,585,945,031 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,301,341 (representing the Reserve Account Initial Deposit), less $6,160,000 3,964,049 (representing the Collection Account Initial Deposit), less $161,000,000 66,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 7,434,190.89 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 2,493,102,402.61 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,480,776,121.83 (equal to $[5,163,395,407] 2,588,677,371.20 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,282,712 (representing the Reserve Account Initial Deposit), less $6,160,000 3,500,000 (representing the Collection Account Initial Deposit), less $161,000,000 75,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 10,618,537.37 (representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 $ 12,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,656,689,337.33 (equal to $[5,163,395,407] (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental 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 Pre-Funding Account Initial Deposit), less $83,268,074.31 (representing the Initial Purchase Price under the VG Funding Initial Purchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,690,416,983.04 (equal to $[5,163,395,407] 3,046,853,895 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,509,665 (representing the Reserve Account Initial Deposit), less $6,160,000 13,620,000 (representing the Collection Account Initial Deposit), less $161,000,000 40,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 48,271,468.46 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 1,247,035,778.50 (representing the Pre-amount paid to VG Funding Account Initial Depositunder the VG Funding Purchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLMA in the 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, among the SellerSLMA, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (121,764,822.23 equal to $[5,163,395,407] 1,735,631,500 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $12,500,000 7,425,742 (representing the Reserve Account Initial Deposit), less $6,160,000 35,000,000 (representing the Capitalized Interest Account Initial Deposit), less $155,000 (representing the Interest Rate Cap Agreement Upfront Payment), less $3,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 589,349,348 (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 VG Funding, LLC contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLMA hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from 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 each of SLMA hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the 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, among the SellerVG Funding, the Interim VG Funding Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,490,024,902.78 (equal to $[5,163,395,407] 1,565,124,118.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,800,978 (representing the Reserve Account Initial Deposit), less $6,160,000 403,265 (representing the Collection Account Initial Deposit), less $161,000,000 48,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 2,894,972.82 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 1,497,505,654.20 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,552,149,613 (equal to $[5,163,395,407] 1,552,149,613 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,769,348.00 (representing the Reserve Account Initial Deposit), less $6,160,000 4,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 44,000,000.00 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 11,693,891.63 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 $ 7,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 177,615,246.44 (equal to $[5,163,395,407] 3,024,821,778 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,501,443 (representing the Reserve Account Initial Deposit), less $6,160,000 84,900 (representing the Interest Rate Cap Agreement Upfront Payment), less $4,069,000 (representing the Collection Account Initial Deposit), and less $161,000,000 2,835,551,178.17 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing purchase price of the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing Trust Student Loans being sold to the Add-On Consolidation Interim Eligible Lender Trustee by the Student Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial DepositMarketing Association contemporaneous herewith). This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial related 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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 Interim 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 Purchase Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and amendments, each incorporated herein by reference, among between the Seller, the Interim Eligible Lender Trustee, Trustee and the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 1,033,918,114.18 (equal to $[5,163,395,407] 1,196,421,478.70 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), commissions) less $12,500,000 1,300,000, (representing the Collection Account Initial Deposit) less $2,721,089 (representing the Reserve Account Initial Deposit), ) less $6,160,000 117,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Cash Capitalization Account Initial Deposit) and less $2,210,736,437 (41,071,559.92 representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Purchase 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 (3,061,693,708.20, equal to $[5,163,395,407] 2,338,923,608.20 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ ' 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 $12,500,000 7,516,286 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 32,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 55,000 (representing the Pre-Funding Interest Rate Cap Upfront Payment). In addition, the Purchaser shall make the Collection Account Initial Deposit)Deposit of $13,163,580.33. This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Interim 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 Purchase Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and amendments, each incorporated herein by reference, among between the Seller, the Interim Eligible Lender Trustee, Trustee and the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 1,962,382,693 (equal to $[5,163,395,407] 2,232,268,083 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), commissions) less $12,500,000 2,600,000, (representing the Collection Account Initial Deposit) less $4,998,473 (representing the Reserve Account Initial Deposit), ) less $6,160,000 250,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Cash Capitalization Account Initial Deposit) and less $2,210,736,437 (13,713,811 representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Purchaser by VG Funding, LLC contemporaneous herewith)) and the Excess Distribution Certificate. This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Purchase 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Interim Trustee on behalf of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the 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, among the SellerVG Funding, the Interim VG Funding Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 0 (equal to $[5,163,395,407] 3,370,964,493 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 8,250,167 (representing the Reserve Account Initial Deposit), less $6,160,000 3,263,000 (representing the Collection Account Initial Deposit), less $161,000,000 65,500,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 7,083,670.33 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 775,000,000 (representing the Pre-Funding Account Initial Deposit), less $25,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 2,486,867,655.67 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing Date. Each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,505,900,094.67 (equal to $[5,163,395,407] 2,573,065,471.10 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,289,554 (representing the Reserve Account Initial Deposit), less $6,160,000 9,900,000 (representing the Collection Account Initial Deposit), less $161,000,000 38,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 2,975,822.43 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 0 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, LLC contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Initial 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 September 28, 2005 (the “"Master Sale Terms”) Terms Purchase Agreement"), and amendmentsany amendments thereto, each incorporated herein by reference, among the SellerSLC, the Interim Eligible Lender Trustee, the PurchaserSLC Receivables, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (1,006,661,221.87, equal to $[5,163,395,407] 1,023,684,185 (representing the U.S. Dollar sale price of the Notes less underwriters’ ' discounts and fees), less $12,500,000 2,525,763 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 13,700,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), and less $15,000,000 797,200 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Collection Account Initial Deposit). This document shall constitute the Initial Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms Purchase Agreement and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the Initial Xxxx related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in Sale Agreement lieu of OE A-0 Form 1074) ), as official notification to the applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit on behalf of SLC Receivables 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 Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,490,024,902.78 (equal to $[5,163,395,407] 1,565,124,118.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,800,978 (representing the Reserve Account Initial Deposit), less $6,160,000 403,265 (representing the Collection Account Initial Deposit), less $161,000,000 48,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 2,894,972.82 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 3,738,327,246.39 (equal to $[5,163,395,407] 4,134,014,723.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 10,054,909 (representing the Reserve Account Initial Deposit), less $6,160,000 11,090,000 (representing the Collection Account Initial Deposit), less $161,000,000 110,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 17,514,017.96 (representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 227,028,550.25 (representing the Pre-Initial Purchase Price under the VG Funding Account Initial DepositPurchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,936,474,082.39 (equal to $[5,163,395,407] 4,024,006,070 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 10,000,000 (representing the Reserve Account Initial Deposit), less $6,160,000 13,700,000 (representing the Collection Account Initial Deposit), less $161,000,000 20,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 995,043,223 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 48,788,764.61 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 $ 2,473,658,150.68 (equal to $[5,163,395,407] 2,564,988,955.10 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,255,297 (representing the Reserve Account Initial Deposit), less $6,160,000 6,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 61,000,000 (representing the Capitalized Interest Account Deposit), ) and less $18,041,558.36 18,075,507.42 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 (1,987,042,059, equal to $[5,163,395,407] 1,852,032,894 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ commissions and fees), plus $168,067,222 (representing the sale price of the Reset Rate Notes less initial purchasers discounts and fees), less $12,500,000 5,013,057 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 28,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 45,000 (representing the Pre-Funding Interest Rate Cap Upfront Payment). In addition, SLMA shall make the Collection Account Initial Deposit)Deposit of $2,721,028 on behalf of the Issuer. This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for on behalf of SLC hereby sells to SLC Receivables and the benefit Eligible Lender Trustee on behalf of the Purchaser SLC Receivables the entire right, title and interest of SLC (and with respect to legal title, the Seller and the Interim Eligible Lender Trustee on behalf of SLC) in the Initial 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 September 19, 2006 (the “"Master Sale Terms”) Terms Purchase Agreement"), and amendmentsany amendments thereto, each incorporated herein by reference, among the SellerSLC, the Interim Eligible Lender Trustee, the PurchaserSLC Receivables, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,477,301,875, equal to $[5,163,395,407] 2,563,348,750 (representing the U.S. Dollar sale price of the Notes less underwriters’ ' discounts and fees), less $12,500,000 6,296,875 (representing the Reserve Account Initial Deposit), less $6,160,000 61,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 18,750,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 0 (representing the Pre-Funding Collection Account Initial Deposit). This document shall constitute the Initial Sale a Purchase Agreement as referred to in the Master Sale Terms Purchase Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master Sale TermsTerms Purchase Agreement. All references in the Master Sale Terms Purchase Agreement to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms Purchase Agreement and makes such representations and warranties with respect to the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller SLC and the Interim Eligible Lender Trustee for the benefit of the Seller SLC authorizes the Eligible Lender Trustee for the benefit of the Purchaser SLC Receivables to use a copy of the Initial Xxxx related Bill of Sale, including the includixx xhe Loan Transmittal Summary Form attached to the Initial Xxxx Bill of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the xxx applicable Guarantor of assignment to the Eligible Lender Trustee for the benefit on behalf of SLC Receivables 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 Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased LoansLoans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables). However, in the event that notwithstanding the intentions of the parties, such transfer is deemed to be a transfer for security, then each of the Interim Eligible Lender Trustee and the Seller SLC hereby grants to the Eligible Lender Trustee on behalf of the Purchaser SLC Receivables a first priority security interest in and to all Purchased Loans described in the Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,503,735,210.46 (equal to $[5,163,395,407] 1,528,958,489.20 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,768,204 (representing the Reserve Account Initial Deposit), less $6,160,000 5,690,000 (representing the Collection Account Initial Deposit), less $161,000,000 10,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 69,000 (representing the Interest Rate Cap Agreement Upfront Payment), less $3,341,193.53 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 2,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 (3,013,648,962.24, equal to $[5,163,395,407] 2,439,045,625, (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ ' commissions 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 $12,500,000 7,526,780 (representing the Reserve Account Initial Deposit), less $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 34,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 84,875 (representing the Pre-Funding Interest Rate Cap Upfront Payment). In addition, the Purchaser shall make the Collection Account Initial Deposit)Deposit of $11,085,438.76. This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,956,482,867.80 (equal to $[5,163,395,407] 3,092,479,931 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,540,932 (representing the Reserve Account Initial Deposit), less $6,160,000 9,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 75,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 29,256,131.20 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,937,452,761.54 (equal to $[5,163,395,407] 3,046,853,895 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,509,665 (representing the Reserve Account Initial Deposit), less $6,160,000 13,620,000 (representing the Collection Account Initial Deposit), less $161,000,000 40,000,000 (representing the Capitalized Interest Account Deposit), ) and less $18,041,558.36 48,271,468.46 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,169,804,769.87 (equal to $[5,163,395,407] 1,537,774,787.40 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,813,368 (representing the Reserve Account Initial Deposit), less $6,160,000 650,000 (representing the Collection Account Initial Deposit), and less $161,000,000 367,141,688.75 (representing the Capitalized Interest Account Deposit)purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, less $18,041,558.36 (representing the Supplemental 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 Pre-Funding Account Initial DepositLLC contemporaneous herewith). This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial related 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,490,024,902.78 (equal to $[5,163,395,407] 1,565,124,118.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,800,978 (representing the Reserve Account Initial Deposit), less $6,160,000 403,265 (representing the Collection Account Initial Deposit), less $161,000,000 48,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 2,894,972.82 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,450,138,380.89 (equal to $[5,163,395,407] 2,507,136,785.50 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,255,665 (representing the Reserve Account Initial Deposit), less $6,160,000 8,500,000 (representing the Collection Account Initial Deposit), less $161,000,000 3,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 39,242,739.61 (representing the Pre-Funding Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchase Agreement SLM ECFC 1 Purchased LoansLoans 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement SLM ECFC 2

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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,212,591,629.26 (equal to $[5,163,395,407] 2,287,730,868.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 5,588,740 (representing the Reserve Account Initial Deposit), less $6,160,000 7,230,000 (representing the Collection Account Initial Deposit), less $161,000,000 46,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 6,320,499.34 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,980,674,548.81 (equal to $[5,163,395,407] 2,021,210,235.25 (representing the U.S. Dollar sale price of the Notes less underwriters’ ' discounts and fees), less $12,500,000 5,012,023 (representing the Reserve Account Initial Deposit), less $6,160,000 5,205,000 (representing the Collection Account Initial Deposit), ) and less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 30,318,663.44 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit on behalf of the Seller hereby sells to the Purchaser and the Eligible Lender Trustee for the benefit on behalf of the Purchaser the entire right, title and interest of the Seller (and with respect to legal title, the Interim Eligible Lender Trustee on behalf of the Seller) in the Initial 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 19, 2006 (the “"Master Terms Sale Terms”) Agreement"), and amendmentsany amendments thereto, each incorporated herein by reference, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,477,301,875, equal to $[5,163,395,407] 2,563,348,750 (representing the U.S. Dollar sale price of the Notes less underwriters’ ' discounts and fees), less $12,500,000 6,296,875 (representing the Reserve Account Initial Deposit), less $6,160,000 61,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 18,750,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 0 (representing the Pre-Funding Collection Account Initial Deposit). This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms Sale Terms Agreement 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 related Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx tx xxe Bill of Sale (in Sale Agreement lieu of OE Form 1074) as official notification to the applicable txx xpplicable Guarantor of assignment to the Eligible Lender Trustee for the benefit on behalf 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 Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form be, and be construed coxxxxued as, a valid sale of such Purchased LoansLoans from 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 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 Initial Xxxx related Bill of Sale and related Loan Transmittal Summary Form to secure a loan lxxx in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 3,961,199,470.62 (equal to $[5,163,395,407] 4,184,419,737.50 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 10,058,076 (representing the Reserve Account Initial Deposit), less $6,160,000 11,560,000 (representing the Collection Account Initial Deposit), less $161,000,000 160,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 (21,602,190.88 representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,956,482,867.80 (equal to $[5,163,395,407] 3,092,479,931 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,540,932 (representing the Reserve Account Initial Deposit), less $6,160,000 9,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 $ 75,000,000 (representing the Capitalized Interest Account Initial Deposit), ) and less $18,041,558.36 29,256,131.20 not more than 5% of pool balance (representing the Supplemental Purchase Account Initial Deposit), ) and less $$ 15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,503,735,210.46 (equal to $[5,163,395,407] 1,528,958,489.20 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,768,204 (representing the Reserve Account Initial Deposit), less $6,160,000 5,690,000 (representing the Collection Account Initial Deposit), less $161,000,000 10,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 69,000 (representing the Interest Rate Cap Agreement Upfront Payment), less $3,341,193.53 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 2,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 351,367.53 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by VG Funding, LLC contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 (2,468,497,214, equal to $[5,163,395,407] 1,312,648,626 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts initial purchasers' commissions and fees), PLUS $1,213,870,880 (representing the sale price of the Reset Rate Notes less underwriters' commissions and fees), LESS $12,500,000 6,269,417 (representing the Reserve Account Initial Deposit), less LESS $6,160,000 (representing the Collection Account Initial Deposit), less $161,000,000 19,000,000 (representing the Capitalized Interest Account Initial Deposit), less LESS $18,041,558.36 32,715,375 (representing the Supplemental Purchase Interest Account Initial Deposit), less LESS $15,000,000 32,500 (representing the Add-On Consolidation Loan Account Initial DepositInterest Rate Cap Upfront Payment) and less LESS $2,210,736,437 5,000 (representing the Pre-Funding Account Initial DepositRemarketing Agents' Upfront Fee payable to the Remarketing Agents on behalf of the Swap Agent pursuant to the Remarketing Agreement). This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,696,587,570.27 (equal to $[5,163,395,407] 2,591,250,000 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,250,000 (representing the Reserve Account Initial Deposit), less $6,160,000 1,110,000 (representing the Collection Account Initial Deposit), less $161,000,000 85,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 18,131,504.73 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 7,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and ), less $2,210,736,437 772,044,233 (representing the Pre-Funding Account Initial Deposit), less $8,190,770.44 (representing the Initial Purchase Price under the VG Funding Purchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,473,658,150.68 (equal to $[5,163,395,407] 2,564,988,955.10 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,255,297 (representing the Reserve Account Initial Deposit), less $6,160,000 6,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 61,000,000 (representing the Capitalized Interest Account Deposit), ) and less $18,041,558.36 18,075,507.42 (representing the Supplemental 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 Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,482,245,450.11 (equal to $[5,163,395,407] 2,585,945,031 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,301,341 (representing the Reserve Account Initial Deposit), less $6,160,000 3,964,049 (representing the Collection Account Initial Deposit), less $161,000,000 66,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 7,434,190.89 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Purchaser, the Interim Eligible Lender Trustee, the Purchaser, Trustee and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,392,936,321.48 equal to $[5,163,395,407] 1,735,631,500 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers' discounts and fees), less $12,500,000 7,425,742 (representing the Reserve Account Initial Deposit), less $6,160,000 35,000,000 (representing the Capitalized Interest Account Initial Deposit), less $155,000 (representing the Interest Rate Cap Agreement Upfront Payment), less 3,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 589,349,348 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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, Loans or 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 makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing 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, 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 on behalf 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 on behalf for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,486,867,655.67 (equal to $[5,163,395,407] 3,370,964,493 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 8,250,167 (representing the Reserve Account Initial Deposit), less $6,160,000 3,263,000 (representing the Collection Account Initial Deposit), less $161,000,000 65,500,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 7,083,670.33 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 775,000,000 (representing the Pre-Funding Account Initial Deposit) and less $25,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,696,587,570.27 (equal to $[5,163,395,407] 2,591,250,000 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,250,000 (representing the Reserve Account Initial Deposit), less $6,160,000 1,110,000 (representing the Collection Account Initial Deposit), less $161,000,000 85,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 18,131,504.73 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 7,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 772,044,233 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,192,940,233.98, equal to $[5,163,395,407] 1,236,528,759 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus 1,009,685,085.50 (representing the sale price of the reset rate notes to the Initial Purchasers, less $12,500,000 5,524,869 (representing the Reserve Account Initial Deposit), less $6,160,000 30,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $161,000,000 108,000 (representing the Capitalized Interest Account DepositRate Cap Agreement Upfront Payment), and less $18,041,558.36 17,640,741.52 (representing the Supplemental 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 Pre-Funding Collection Account Initial Deposit). This document shall constitute the Initial Sale a 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this Initial Sale Purchase Agreement. Each of the Seller and SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial related 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 Interim Eligible Lender Trustee for the benefit on behalf of Funding 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 Initial related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $2,739,957,411.64 (2,495,190,396, equal to $[5,163,395,407] 1,857,695,949 (representing the U.S. Dollar 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’ ' discounts and fees), less $12,500,000 6,265,863 (representing the Reserve Account Initial Deposit), less $6,160,000 21,250,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $161,000,000 37,000 (representing the Capitalized Interest Account DepositRate Cap Upfront Payment), and less $18,041,558.36 5,000 (representing the Supplemental 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 Pre-Funding Account Initial DepositRemarketing Agents' Upfront Fee). This document shall constitute the Initial 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, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Sale Terms 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 Guarantors of assignment to the Eligible Lender Trustee for the benefit of the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to 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, among the Seller, the Interim Eligible Lender Trustee, the Purchaser, and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 1,552,149,613 (equal to $[5,163,395,407] 1,552,149,613 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 3,769,348.00 (representing the Reserve Account Initial Deposit), less $6,160,000 4,000,000 (representing the Collection Account Initial Deposit), less $161,000,000 44,000,000.00 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 11,693,891.63 (representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 $ 7,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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 Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Agreement. The Seller hereby makes the representations and warranties 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 Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,484,881,185.66 (equal to $[5,163,395,407] 2,598,538,593.00 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,281,821.00 (representing the Reserve Account Initial Deposit), less $6,160,000 1,300,000.00 (representing the Collection Account Initial Deposit), less $161,000,000 85,000,000.00 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 8,575,586.34 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 $ 12,500,000.00 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement SLM ECFC 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller VG Funding and the Interim VG Funding Eligible Lender Trustee in the 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, among the SellerVG Funding, the Interim VG Funding Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,212,591,629.26 (equal to $[5,163,395,407] 2,287,730,868.60 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 5,588,740 (representing the Reserve Account Initial Deposit), less $6,160,000 7,230,000 (representing the Collection Account Initial Deposit), less $161,000,000 46,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 6,320,499.34 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 10,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 6,583,820.05 (representing the Pre-Funding Account Initial Depositpurchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Credit Finance Corporation contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing Date. Purchase Agreement No. 1 (VG Funding) 27 Each of VG Funding and the Seller and VG Funding Eligible Lender Trustee for the benefit of VG Funding, authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement No. 1 (VG Funding) 28

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,467,964,603.06 (equal to $[5,163,395,407] 2,598,561,610 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 6,282,647 (representing the Reserve Account Initial Deposit), less $6,160,000 4,500,000 (representing the Collection Account Initial Deposit), less $161,000,000 85,000,000 (representing the Capitalized Interest Account Deposit), ) less $18,041,558.36 12,307,310.54 (representing the Supplemental Purchase Account Initial Deposit), ) less $15,000,000 12,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 10,007,049.40 (representing the Pre-Initial Purchase Price under the VG Funding Account Initial DepositPurchase Agreement). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intentions intention of the parties, such transfer is deemed to be a transfer for security, then each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase 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 amendmentsany amendments thereto, each incorporated herein by reference, among the Seller, the Purchaser, the Interim Eligible Lender Trustee, the Purchaser, Trustee and the Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (2,392,936,321.48 equal to $[5,163,395,407] 1,735,631,500 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers’ discounts and fees), less $12,500,000 7,425,742 (representing the Reserve Account Initial Deposit), less $6,160,000 35,000,000 (representing the Capitalized Interest Account Initial Deposit), less $155,000 (representing the Interest Rate Cap Agreement Upfront Payment), less 3,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 589,349,348 (representing the Pre-Funding Account Initial Deposit). This document shall constitute 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, Loans or 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 makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreementand the related Loan Transmittal Summary Form, as of the Closing 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, 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 on behalf 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 Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans. However, in the event that notwithstanding the 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 on behalf for the benefit of the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLMA in the 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, among the SellerSLMA, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 (121,764,822.23 equal to $[5,163,395,407] 1,735,631,500 (representing the U.S. Dollar sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $1,295,956,000 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $12,500,000 7,425,742 (representing the Reserve Account Initial Deposit), less $6,160,000 35,000,000 (representing the Capitalized Interest Account Initial Deposit), less $155,000 (representing the Interest Rate Cap Agreement Upfront Payment), less $3,200,000 (representing the Collection Account Initial Deposit), less $161,000,000 (representing the Capitalized Interest Account Deposit), less $18,041,558.36 (representing the Supplemental Purchase Account Initial Deposit), less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 589,349,348 (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 VG Funding, LLC contemporaneous herewith). This document shall constitute the Initial 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, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLMA hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Xxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLMA authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the 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 Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from 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 each of SLMA hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale Agreement.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, each of the Seller and SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser Funding the entire right, title and interest of the Seller and the Interim Eligible Lender Trustee SLM ECFC in the 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, among the SellerSLM ECFC, the Interim Eligible Lender Trustee, the PurchaserFunding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $2,739,957,411.64 2,977,345,864.49 (equal to $[5,163,395,407] 3,105,952,653.15 (representing the U.S. Dollar sale price of the Notes less underwriters’ discounts and fees), less $12,500,000 7,552,841 (representing the Reserve Account Initial Deposit), less $6,160,000 4,235,175 (representing the Collection Account Initial Deposit), less $161,000,000 87,000,000 (representing the Capitalized Interest Account Initial Deposit), less $18,041,558.36 9,818,772.66 (representing the Supplemental Purchase Account Initial Deposit), ) and less $15,000,000 20,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit) and less $2,210,736,437 (representing the Pre-Funding Account Initial Deposit). This document shall constitute the Initial 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, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Sale Purchase Agreement. The Seller SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms and makes such representations and warranties with respect to regarding the Initial Loans governed by this described in the Initial Bxxx of Sale Agreement. Each and the related Loan Transmittal Summary Form, as of the Seller and Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the Initial Xxxx Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Xxxx Bxxx of Sale (in Sale Agreement lieu of OE Form 1074) ), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee for the benefit on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement No. 1 (SLM ECFC) The parties hereto intend that the transfer of Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased LoansLoans from SLM 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 each of SLM ECFC hereby grants to the Interim Eligible Lender Trustee and for the Seller hereby grants to the Eligible Lender Trustee on behalf benefit of the Purchaser Funding a first priority security interest in and to all Purchased Loans described in the Initial Xxxx Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans. Sale AgreementPurchase Agreement No. 1 (SLM ECFC)