Common use of TERMS, CONDITIONS AND COVENANTS Clause in Contracts

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 (equal to $2,564,988,955.10 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $3,029,016,873.25 (equal to $2,564,988,955.10 3,036,539,775.25 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 7,497,902 (representing the Reserve Account Initial Deposit), less $6,000,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased loans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ------------------------ ASSOCIATION (Seller) (Purchaser) By Xxxxxx Xxx, Inc., Authorized Agent for the Student Loan Marketing Association By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION ---------------------------------------------- Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 --- BLANKET ENDORSEMENT DATED MARCH 19, 1998 ---------------------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ---------------------------------------------------------------------------- SELLER PURCHASER ___________________________________ _______________________________ Student Loan Marketing Association Chase Manhattan Bank USA, 11600 Xxxxxx Xxx Drive National Association, not in its Xxxxxx, Xxxxxxxx 00000 individual capacity but solely as Interim Eligible Lender Trustee for Lender Code: ______________ the benefit of the SLM Funding Corporation under the Interim Trust By: _____________________________ Agreement dated Mar. 1, 1998 (Signature of Authorized Officer of Xxxxxx Mae, Inc. By:________________________________ as Authorized Agent for (Signature of Authorized Seller) Signatory for Purchaser) Name: ___________________________ Name:______________________________ Title: __________________________ Title:_____________________________ Date of Purchase: Mar. 19, 1998 ----------------------------------------------------------------------------- ATTACHMENT B XXXX OF SALE DATED MARCH 19, 1998 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM - Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of March 1, 1998 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et -- seq.), in the Loans identified herein which the Interim Eligible Lender Trustee --- for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE Number of Principal Number of Principal LOAN TYPE Loans* Balance** Loans* Balance** ------------------------------------------------------------------------------------------ SUBSIDIZED XXXXXXXX ------------------- Interim 194,527 666,507,735 194,527 666,507,735 Repayment 304,534 946,021,738 304,534 946,021,738 ------- ------------- ------- ------------- 499,061 1,612,529,473 499,061 1,612,529,473 UNSUBSIDIZED XXXXXXXX --------------------- Deferred 82,809 351,843,370 82,809 351,843,370 Repayment 90,496 339,817,780 90,496 339,817,780 ------- ------------- ------- ------------- 173,305 691,661,150 173,305 691,661,150 PLUS/SLS -------- Deferred 10,706 58,218,238 10,706 58,218,238 Non-Deferred 43,122 185,989,470 43,122 185,989,470 ------- ------------- ------- ------------- 53,828 244,207,708 53,828 244,207,708 CONSOLIDATION ------------- Deferred 2,081 28,172,689 2,081 28,172,689 Repayment 32,984 422,579,840 32,984 422,579,840 ------- ------------- ------- ------------- 35,065 450,752,529 35,065 450,752,529 TOTAL 761,259 2,999,150,860 761,259 2,999,150,860 ======= ============= ======= ============= ADDITIONAL LOAN CRITERIA ------------------------ Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. **Includes interest to be capitalized. Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Connecticut Student Loan Foundation Educational Credit Management Corporation Florida Department of Education Office of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education New Jersey Higher Education Assistance Authority N.Y State Higher Education Services Corporation Northstar Guarantee Inc. Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. ---------------------------------------------------------------------------- SELLER PURCHASER __________________________________ _________________________________ Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Chase Manhattan Bank USA, Xxxxxxxxxx, X.X. 00000 National Association, not in its individual capacity Lender Code: ______________ but solely as Interim Eligible Lender Trustee for the benefit By:______________________________ of SLM Funding Corporation (Signature of Authorized Officer of Xxxxxx Xxx, Inc. By:______________________________ as Authorized Agent for (Signature of Authorized Seller) Signatory for Purchaser) Name: ___________________________ Name:____________________________ Title: __________________________ Title:___________________________ Date of Purchase: Mar. 19, 1998 ---------------------------------------------------------------------------- -------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser -------------------------------------------------- PURCHASE AGREEMENT Dated as of Xxxxx 00, 0000 Xxxxxx Mae hereby offers for sale to Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding") under the Interim Trust Agreement dated as of March 1, 1998 between Funding and the Interim Eligible Lender Trustee, the entire right, title and interest of Xxxxxx Xxx in the Loans described in the Xxxx of Sale and Loan Transmittal Summary Form incorporated herein and, to the extent indicated below, the Interim Eligible Lender Trustee for the benefit of Funding accepts Xxxxxx Mae's offer. In order to qualify as Eligible Loans, no payment of principal or interest shall be more than one hundred and twenty (120) days Delinquent as of the Cutoff Date which date shall be February 9, 1998.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($2,001,426,824 equal to $2,564,988,955.10 1,177,356,429 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), plus $843,396,769 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $6,255,297 5,013,374 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 14,250,000 (representing the Capitalized Interest Account Initial Deposit) ), and less $18,075,507.42 63,000,000 (representing the Supplemental Purchase Account Initial DepositInterest Rate Cap Agreement Upfront Payment). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,948,109,716.21 (equal to $2,564,988,955.10 3,021,991,509.50 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,507,007 (representing the Reserve Account Initial Deposit), less $6,000,000 6,400,000 (representing the Collection Account Initial Deposit), less $61,000,000 17,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 42,974,786.29 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to each of the Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller hereby sells to the Eligible Lender Trustee for the benefit of the Purchaser the entire right, title and interest of SLM ECFC the Seller and the Interim Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Sale Agreement Master Securitization Terms Number 1000 (the “Master Sale Terms”) and any amendments theretoamendments, each incorporated herein by reference, among SLM ECFCthe Seller, Fundingthe Interim Eligible Lender Trustee, the Purchaser, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,484,881,185.66 (equal to $2,564,988,955.10 2,598,538,593.00 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 6,281,821.00 (representing the Reserve Account Initial Deposit), less $6,000,000 1,300,000.00 (representing the Collection Account Initial Deposit), less $61,000,000 85,000,000.00 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 8,575,586.34 (representing the Supplemental Purchase Account Initial Deposit) less $12,500,000.00 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase 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 Purchase Sale Agreement. SLM ECFC The Seller hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Sale Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the governed by this Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as Agreement. Each of the Closing Date. SLM ECFC authorizes Seller and the Interim Eligible Lender Trustee for the benefit of Funding the Seller authorizes the Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), ) as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf for the benefit of Funding the Purchaser of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of FundingLoans. However, in the event that notwithstanding the intention intentions of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to each of the Interim Eligible Lender Trustee for and the benefit Seller hereby grants to the Eligible Lender Trustee on behalf of Funding the Purchaser a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Sale Agreement -2-

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,014,981,626 (equal to $2,564,988,955.10 1,027,486,815 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 2,505,189 (representing the Reserve Account Initial Deposit), less $6,000,000 10,000,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ------------------------ ASSOCIATION (Seller) (Purchaser) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK DELAWARE, ------------------------------ Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 --- BLANKET ENDORSEMENT DATED JUNE 29, 1999 --------------------------------------- Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ____________________________________ ________________________________ SELLER PURCHASER ------------------------------------- -------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation Lender Code: _______________________ under the Interim Trust Agreement dated Jun. 1, 1999 By: ________________________________ By:_____________________________ (Signature of Authorized Signatory for Purchaser) Name: _______________________________ Name:___________________________ Title: ______________________________ Title:__________________________ + _____________________________________ Date of Purchase: Jun. 29, 1999 _____________________________________ ________________________________ ATTACHMENT B XXXX OF SALE DATED JUNE 29, 1999 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among - SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of June 1, 1999 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the -- --- Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,008,560,064 (equal to $2,564,988,955.10 1,013,073,071 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $6,255,297 2,513,007 (representing the Reserve Account Initial Deposit), ) less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 2,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). .. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,243,819,135 (equal to $2,564,988,955.10 1,137,775,232 (representing the 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 $6,255,297 5,640,826 (representing the Reserve Account Initial Deposit), less ) LESS $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 20,000,000 (representing the Capitalized Interest Account Initial Deposit) LESS $3,984,845 (representing the Remarketing Fee Account Initial Deposit) and less $18,075,507.42 125,000 (representing the Supplemental Purchase Account Initial Depositupfront payment on the Interest Rate Cap Agreement). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PricePricx, SLM ECFC Xxxxxx Xxx hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in Sallxx Xxx xx the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallxx Xxx, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,496,933,610.44 (equal to $2,564,988,955.10 1,501,238,568.44 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less (a) $6,255,297 3,752,958 (representing the Reserve Account Initial Deposit), less (b) $6,000,000 527,000 (representing a capital contribution from Sallxx Xxx xx Funding to be used to purchase a 1% interest in the Certificates) and (c) $25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Sallxx 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes Sallxx Xxx xxxhorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Bill xx Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Bill xx Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer date of Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loanspurchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($1,987,042,059 equal to $2,564,988,955.10 1,852,032,894 (representing the sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $168,067,222 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $6,255,297 5,013,057 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 28,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 45,000 (representing the Supplemental Purchase Interest Rate Cap Agreement 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 Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $1,490,024,902.78 (equal to $2,564,988,955.10 1,565,124,118.60 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 3,800,978 (representing the Reserve Account Initial Deposit), less $6,000,000 403,265 (representing the Collection Account Initial Deposit), less $61,000,000 48,000,000 (representing the Capitalized Interest Account Initial Deposit), less $2,894,972.82 (representing the Supplemental Purchase Account Initial Deposit) and less $18,075,507.42 20,000,000 (representing the Supplemental Purchase Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,450,138,380.89 (equal to $2,564,988,955.10 2,507,136,785.50 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 6,255,665 (representing the Reserve Account Initial Deposit), less $6,000,000 8,500,000 (representing the Collection Account Initial Deposit), less $61,000,000 3,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 39,242,739.61 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial 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 Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($2,495,190,396 equal to $2,564,988,955.10 1,857,695,949 (representing the sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $665,052,310 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $6,255,297 6,265,863 (representing the Reserve Account Initial Deposit), less $6,000,000 21,250,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $61,000,000 37,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $18,075,507.42 5,000 (representing the Supplemental Purchase Account Initial Deposit)Remarketing Agents' Upfront Fee. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,977,345,864.49 (equal to $2,564,988,955.10 3,105,952,653.15 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,552,841 (representing the Reserve Account Initial Deposit), less $6,000,000 4,235,175 (representing the Collection Account Initial Deposit), less $61,000,000 87,000,000 (representing the Capitalized Interest Account Initial Deposit), less $9,818,772.66 (representing the Supplemental Purchase Account Initial Deposit) and less $18,075,507.42 20,000,000 (representing the Supplemental Purchase Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans 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 Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement No. 1 (SLM ECFC)

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of VG Funding and the VG Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC VG Funding and the VG Funding Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCVG Funding, the VG Funding Eligible Lender Trustee, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 ($974,251,541.42 equal to $2,564,988,955.10 964,605,486.55 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account DepositLoans accepted for purchase) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)multiplied by 101%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, in each case as of the Closing Dateapplicable date specified in the Master Terms. SLM ECFC Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,016,072,990 (equal to $2,564,988,955.10 2,021,126,044 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $6,255,297 5,013,554 (representing the Reserve Account Initial Deposit), ) less $6,000,000 39,500 (representing the Collection Account Initial DepositInterest Rate Cap Upfront Fee), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,039,022,394 (equal to $2,564,988,955.10 2,044,057,624 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 5,010,230 (representing the Reserve Account Initial Deposit), less $6,000,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By: /s/ Xxx Xxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxxxx ------------------------------------ -------------------------------- Name: Xxx Xxxxx Xxxxxxx Name: ---------------------------------- ------------------------------ Title: V.P., Corporate Secretary Title: Student Loan Marketing Association ------------------------------ ---------------------------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: /s/ Xxxx Xxxxxx ------------------------------------ Name: ---------------------------------- Title: ---------------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED MARCH 20, 1997 Student Loan Marketing Association ("Xxxxxx Mae"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Mae in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ====================================== SELLER PURCHASER ==================================== =================================== Student Loan Marketing Association Chase Manhattan Bank USA, 0000 Xxxxxx Xxxxxxxxx Street, N.W. National Association, Xxxxxxxxxx, X.X. 00000 not in its individual capacity but solely as Interim Eligible Lender Code: _____________ Lender Trustee for the benefit of the SLM Funding Corporation By: /s/ Xxx Xxxxx Xxxxxxx under the Interim Trust --------------------------------- Agreement dated Mar. 1, 1997 (Signature of Authorized Officer of Seller) By: /s/ Xxxx Xxxxxx Name: Xxx Xxxxx Xxxxxxx -------------------------------- ------------------------------- (Signature of Authorized Signatory for Purchaser) Title: V.P., Associate General Counsel and Corporate Secretary Name: ------------------------------- ------------------------------ Title: ------------------------------ Date of Purchase: Mar. 20, 1997 ====================================== ---------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ---------------------------------------------------------------- XXXX OF SALE DATED MARCH 20, 1997 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of October 1, 1996 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,240,419,112 (equal to $2,564,988,955.10 2,267,847,157 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), less ) LESS $6,255,297 5,628,045 (representing the Reserve Account Initial Deposit), less ) LESS $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 21,750,000 (representing the Capitalized Interest Account Initial Deposit) and less LESS $18,075,507.42 50,000 (representing the Supplemental Purchase Account Initial Depositupfront fee on the Interest Rate Cap Agreement)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 ($2,835,551,178.17, equal to $2,564,988,955.10 2,700,524,931.49 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account DepositLoans accepted for purchase) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)multiplied by 105%. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,987,515,578 (equal to $2,564,988,955.10 2,019,237,229 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), less ) LESS $6,255,297 5,021,651 (representing the Reserve Account Initial Deposit), less ) and LESS $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 26,700,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $878,170,337.64 (equal to $2,564,988,955.10 4,024,006,070 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 10,000,000 (representing the Reserve Account Initial Deposit), less $6,000,000 13,700,000 (representing the Collection Account Initial Deposit), less $61,000,000 20,000,000 (representing the Capitalized Interest Account Deposit) and ), less $18,075,507.42 48,788,764.61 (representing the Supplemental Purchase Account Initial Deposit) and less $955,043,233 (representing the Pre-Funding Account Initial Deposit) less $2,058,303,744.75 (representing the amount paid to VG Funding under the VG Funding Purchase Agreement). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,513,924,604 (equal to $2,564,988,955.10 1,517,850,342 (representing the sale price of the Notes less underwriters’ discounts ' commissions and fees), ) less $6,255,297 3,764,238 (representing the Reserve Account Initial Deposit), ) less $6,000,000 11,500 (representing the Collection Account Initial Deposit), Interest Rate Cap Upfront Fee) less $61,000,000 150,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing initial deposit into the Supplemental Purchase Account Initial DepositCollection Account)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.Loan

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $1,552,149,613 (equal to $2,564,988,955.10 1,552,149,613 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 3,769,348.00 (representing the Reserve Account Initial Deposit), less $6,000,000 4,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 44,000,000.00 (representing the Capitalized Interest Account Initial Deposit) and ), less $18,075,507.42 11,693,891.63 (representing the Supplemental Purchase Account Initial Deposit) and less $ 7,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans 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 Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $1,169,804,769.87 (equal to $2,564,988,955.10 1,537,774,787.40 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 3,813,368 (representing the Reserve Account Initial Deposit), less $6,000,000 650,000 (representing the Collection Account Initial Deposit), and less $61,000,000 367,141,688.75 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing purchase price of the Supplemental Purchase 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 a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($2,242,914,704 equal to $2,564,988,955.10 (representing 1,945,557,993 3(representing the sale price of the Floating Rate Notes less underwriters’ discounts and fees), plus $327,075,706 (representing the sale price of the Reset Rate Notes less initial purchasers’ commissions and fees), less $6,255,297 5,638,995 (representing the Reserve Account Initial Deposit), less $6,000,000 24,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $61,000,000 75,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $18,075,507.42 5,000 (representing the Supplemental Purchase Account Initial DepositRemarketing Agents’ Upfront Fee). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,975,714,632.31 (equal to $2,564,988,955.10 3,099,201,187.40 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,541,024 (representing the Reserve Account Initial Deposit), less $6,000,000 5,500,000 (representing the Collection Account Initial Deposit), less $61,000,000 $ 82,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 13,445,531.09 (representing the Supplemental Purchase Account Initial Deposit) and less $ 15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC Seller hereby sells to the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust the entire right, title and interest of SLM ECFC Seller in the Student Loans accepted for purchase, subject to all the terms and conditions of the Purchase Master Terms Sales Agreement ("Master Securitization Terms Number 1000 (the “Master Terms”Sales Agreement") and any amendments thereto, incorporated herein by reference, among SLM ECFCSeller, Funding, the Trust and the Interim Eligible Lender Owner Trustee. The Initial Payment for Purchase Price of the Initial Students Loans shall equal $ 2,473,658,150.68 (equal to $2,564,988,955.10 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)1,932,623.86. This document shall constitute the Initial Purchase a Sales Agreement as referred to in the Master Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsSales Agreement. All references in the Master Terms Sales Agreement to Loans, Eligible Loans, Initial Student Loans or Purchased Loans, as applicable, Qualified Loans shall be deemed to refer to the Students Loans governed by this Initial Purchase Sales Agreement. SLM ECFC 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 Terms regarding Sales Agreement and makes such representations and warranties with respect to the Initial Student Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Sales Agreement. SLM ECFC Seller authorizes the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust to use a copy of the Initial Bxxx of Bill xx Sale, including the Student Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074)Bill xx Sale, as official notification to the applicable Guarantors any Guarantor of assignment to the Interim Eligible Lender Owner Trustee on behalf of Funding the Trust of the Initial Student Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Student Loans described in the Initial Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Student Loans from SLM ECFC Seller to the Interim Eligible Lender Owner Trustee for the benefit of Fundingthe Trust. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Seller hereby grants to the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust a first priority security interest in and to all Purchased Student Loans described in the Initial Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,039,022,394 (equal to $2,564,988,955.10 2,044,057,624 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 5,010,230 (representing the Reserve Account Initial Deposit), less $6,000,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By: By: --------------------------------- -------------------------------- Name: Name: ------------------------------- ------------------------------ Title: Title: ------------------------------- ------------------------------ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: --------------------------------- Name: ------------------------------- Title: ------------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED MARCH 20, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. ====================================== SELLER PURCHASER ==================================== =================================== Student Loan Marketing Association Chase Manhattan Bank USA, 0000 Xxxxxx Xxxxxxxxx Street, N.W. National Association, Xxxxxxxxxx, X.X. 00000 not in its individual capacity but solely as Interim Eligible Lender Code: _____________ Lender Trustee for the benefit of the SLM Funding Corporation By: under the Interim Trust -------------------------------- Agreement dated Mar. 1, 1997 (Signature of Authorized Officer of Seller) By: Name: -------------------------------- ------------------------------ (Signature of Authorized Signatory for Purchaser) Title: ------------------------------ Name: ------------------------------ Title: ------------------------------ Date of Purchase: Mar. 20, 1997 ====================================== ---------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ---------------------------------------------------------------- XXXX OF SALE DATED MARCH 20, 1997 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of October 1, 1996 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,482,245,450.11 (equal to $2,564,988,955.10 2,585,945,031 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 6,301,341 (representing the Reserve Account Initial Deposit), less $6,000,000 3,964,049 (representing the Collection Account Initial Deposit), less $61,000,000 66,000,000 (representing the Capitalized Interest Account Initial Deposit), less $7,434,190.89 (representing the Supplemental Purchase Account Initial Deposit) and less $18,075,507.42 20,000,000 (representing the Supplemental Purchase Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $1,690,416,983.04 (equal to $2,564,988,955.10 3,046,853,895 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,509,665 (representing the Reserve Account Initial Deposit), less $6,000,000 13,620,000 (representing the Collection Account Initial Deposit), less $61,000,000 40,000,000 (representing the Capitalized Interest Account Deposit) and ), less $18,075,507.42 48,271,468.46 (representing the Supplemental Purchase Account Initial Deposit) and less $1,247,035,778.50 (representing the amount paid to VG Funding under the VG Funding Purchase Agreement). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,547,303,410.75 (equal to $2,564,988,955.10 2,568,562,634.75 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 6,259,224 (representing the Reserve Account Initial Deposit), less $6,000,000 15,000,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased loans. STUDENT LOAN MARKETING ASSOCIATION SLM FUNDING CORPORATION (Seller) (Purchaser) By: By: ------------------------------- ------------------------------ Name: Name: ----------------------------- ---------------------------- Title: Title: ---------------------------- --------------------------- CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By: ------------------------------- Name: ----------------------------- Title: ---------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED SEPTEMBER 11, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER =================================== Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ---------------- By: ---------------------------- (Signature of Authorized Officer of Seller) Name: ------------------------- Title: ------------------------ =================================== PURCHASER =================================== Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of the SLM Funding Corporation under the Interim Trust Agreement dated Sept. 1, 1997 By: --------------------------- (Signature of Authorized Signatory for Purchaser) Name: ------------------------- Title: ------------------------ Date of Purchase: Sept. 11, 1997 =================================== ----------------------------------------------------------------- NOTE: Boxed areas on this form are to be completed by Purchaser. ----------------------------------------------------------------- ATTACHMENT B XXXX OF SALE DATED SEPTEMBER 11, 1997 The undersigned ("Xxxxxx Mae"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank USA, National Association as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of September 1, 1997 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 et seq.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. LISTING OF LOANS OFFERED BY ACCEPTED BY ELIGIBLE SELLER LENDER TRUSTEE Number of Principal Number of Principal LOAN TYPE Loans.* Balance** Loans* Balance** --------- ------ --------- ------ --------- SUBSIDIZED XXXXXXXX ------------------- Interim 195,065 678,306,186 195,065 678,306,186 Repayment 301,571 902,007,340 301,571 902,007,340 ------- ------------- ------- ------------- 496,636 1,580,313,526 496,636 1,580,313,526 UNSUBSIDIZED XXXXXXXX --------------------- Deferred 82,681 353,275,590 82,681 353,275,590 Repayment 71,739 243,346,273 71,739 243,346,273 ------- ------------- ------- ------------- 154,420 596,621,863 154,420 596,621,863 PLUS/SLS -------- Deferred 17,411 90,953,635 17,411 90,953,635 Non-Deferred 51,668 235,800,610 51,668 235,800,610 ------- ------------- ------- ------------- 69,079 326,754,245 69,079 326,754,245 CONSOLIDATION 0 0 0 0 ------------- TOTAL 720,135 2,503,689,634 720,135 2,503,689,634 ------- ------------- ------- ------------- ADDITIONAL LOAN CRITERIA ------------------------ Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending Guarantor(s): American Student Assistance Guarantor California Student Aid Commission Connecticut Student Loan Foundation Educational Credit Management Corporation Florida Department of Education Office of Student Financial Assistance Great Lakes Higher Education Corporation Illinois Student Assistance Commission Iowa College Student Aid Commission Kentucky Higher Education Assistance Authority Louisiana Student Financial Assistance Commission Michigan Higher Education Assistance Authority Missouri Coordinating Board for Higher Education New Jersey Higher Education Assistance Authority N.Y. State Higher Education Services Corporation Northstar Guarantee Inc. Northwest Education Loan Association Oklahoma State Regents for Higher Education Oregon State Scholarship Commission Pennsylvania Higher Education Assistance Agency Student Loan Guarantee Foundation of Arkansas, Inc. Tennessee Student Assistance Corporation Texas Guaranteed Student Loan Corporation United Student Aid Funds, Inc. SELLER =================================== Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ______________ By: ------------------------------- (Signature of Authorized Officer of Seller) Name: ------------------------------ Title: ----------------------------- =================================== PURCHASER =================================== Chase Manhattan Bank USA, National Association, not in its individual capacity but solely as Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation By: ----------------------------- (Signature of Authorized Signatory for Purchaser) Name: -------------------------- Title: ------------------------- Date of Purchase: Sept. 11, 1997 =================================== -------------------------------------------------- NOTE: Boxed areas are for completion by Purchaser -------------------------------------------------- OFFICER'S CERTIFICATE

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,484,881,185.66 (equal to $2,564,988,955.10 2,598,538,593.00 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 6,281,821.00 (representing the Reserve Account Initial Deposit), less $6,000,000 1,300,000.00 (representing the Collection Account Initial Deposit), less $61,000,000 85,000,000.00 (representing the Capitalized Interest Account Initial Deposit) and ), less $18,075,507.42 8,575,586.34 (representing the Supplemental Purchase Account Initial Deposit) and less $ 12,500,000.00 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $177,615,246.44 (equal to $2,564,988,955.10 3,024,821,778 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,501,443 (representing the Reserve Account Initial Deposit), less $6,000,000 84,900 (representing the Interest Rate Cap Agreement Upfront Payment), less $4,069,000 (representing the Collection Account Initial Deposit), and less $61,000,000 2,835,551,178.17 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing purchase price of the Supplemental Purchase Account Initial DepositTrust Student Loans being sold to the Interim Eligible Lender Trustee by the Student Loan Marketing Association contemporaneous herewith). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,212,591,629.26 (equal to $2,564,988,955.10 2,287,730,869 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 5,588,740 (representing the Reserve Account Initial Deposit), less $6,000,000 7,230,000 (representing the Collection Account Initial Deposit), less $61,000,000 46,000,000 (representing the Capitalized Interest Account Initial Deposit), less $6,320,499.34 (representing the Supplemental Purchase Account Initial Deposit) and less $18,075,507.42 10,000,000 (representing the Supplemental Purchase Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement No. 1 (SLM ECFC) 1 The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement No. 1 (SLM ECFC) 2

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,001,516,878 (equal to $2,564,988,955.10 2,019,351,145 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $6,255,297 5,009,267 (representing the Reserve Account Initial Deposit), ) less $6,000,000 12,000,000 (representing the Capitalized Interest Account Initial Deposit) less $500,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING ASSOCIATION (Seller) By: Name: Title: SLM FUNDING CORPORATION (Purchaser) By: Name: Title: CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, not in its individual capacity but solely as Interim Eligible Lender Trustee By: Name: Title: Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") describe in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender trustee which covers the promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,962,627,122 (equal to $2,564,988,955.10 1,989,816,991 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $6,255,297 4,939,869 (representing the Reserve Account Initial Deposit), ) less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 22,250,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,054,219,535 (equal to $2,564,988,955.10 2,059,225,958 (representing the sale price of the Notes less underwriters’ discounts and fees), Securities) less $6,255,297 5,006,423 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.loans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By: By: ------------------------------- ----------------------------- Name: Name: ----------------------------- --------------------------- Title: Title: ---------------------------- -------------------------- CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By: ------------------------------- Name: ----------------------------- Title: ---------------------------- PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED DECEMBER 28, 1999 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER PURCHASER ---------------------------------- -----------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PricePricx, SLM ECFC Xxxxxx Xxx hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in Sallxx Xxx xx the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallxx Xxx, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,551,581,521 (equal to $2,564,988,955.10 2,557,863,120 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 6,256,599 (representing the Reserve Account Initial Deposit), less $6,000,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes Sallxx Xxx xxxeby makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Sallxx Xxx authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx of Bill xx Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx of Bill xx Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer date of Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loanspurchase.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $1,171,532,013 (equal to $2,564,988,955.10 1,179,457,662 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $6,255,297 2,925,649 (representing the Reserve Account Initial Deposit), ) less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 5,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($1,219,099,357.13 equal to $2,564,988,955.10 2,338,923,608.20 (representing the sale price of the Floating Rate Notes less underwriters’ ' discounts and fees), plus $722,770,100 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $6,255,297 7,516,286 (representing the Reserve Account Initial Deposit), less $6,000,000 32,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $61,000,000 55,000 (representing the Capitalized Interest Account DepositRate Cap Agreement Upfront Payment), less $1,789,859,484.74 (representing the purchase price of the Trust Student Loans being sold to the Interim Eligible Lender Trustee by SLM Education Loan Corp. contemporaneous herewith) and less $18,075,507.42 4,739,193.64 (representing the Supplemental Purchase portion of the Collection Account Initial DepositDeposit attributable to the Loans owned by SLMA listed on the attached Exception Report). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 ($2,192,940,233.98, equal to $2,564,988,955.10 1,236,528,759 (representing the 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 $6,255,297 5,524,869 (representing the Reserve Account Initial Deposit), less $6,000,000 30,000,000 (representing the Collection Capitalized Interest Account Initial Deposit), less $61,000,000 108,000 (representing the Capitalized Interest Account Deposit) Rate Cap Agreement Upfront Payment), and less $18,075,507.42 17,640,741.52 (representing the Supplemental Purchase Collection Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,956,482,867.80 (equal to $2,564,988,955.10 3,092,479,931 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,540,932 (representing the Reserve Account Initial Deposit), less $6,000,000 9,200,000 (representing the Collection Account Initial Deposit), less $61,000,000 $ 75,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 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). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $1,097,873,330.50 (equal to $2,564,988,955.10 2,021,210,235.25 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $6,255,297 5,012,023 (representing the Reserve Account Initial Deposit), less $6,000,000 5,205,000 (representing the Collection Account Initial Deposit), ) less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 30,318,663.44 (representing the Supplemental Purchase Account Initial Deposit, and less $882,801,218.31 (representing the purchase 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 Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,484,081,556.50 (equal to $2,564,988,955.10 2,490,210,362.50 (representing the sale offering price of the Notes Securities less underwriters’ discounts and fees), ' commissions) less $6,255,297 6,103,806 (representing the Reserve Account Initial Deposit), less $6,000,000 25,000 (representing the initial deposit into the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositAccount). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.loans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Purchaser) (Seller) By:___________________________ By:_____________________________ Name:_________________________ Name:___________________________ Title:________________________ Title:__________________________ CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION Not in its individual capacity but solely as Interim Eligible Lender Trustee By:___________________________ Name:_________________________ Title:________________________ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED JUNE 18, 1997 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank USA, National Association as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER Student Loan Marketing Association 0000 Xxxxxx Xxxxxxxxx Street, N.W. Washington, D.C. 20007 Lender Code: ______________ By: _____________________________ (Signature of Authorized Officer of Seller) Name: ___________________________ Title: __________________________ ============================================== | PURCHASER | | | | Chase Manhattan Bank USA, | | National Association, | | not in its individual capacity | | but solely as Interim Eligible Lender | | Trustee for the benefit of the SLM | | Funding Corporation under the | | Interim Trust Agreement dated Jun. 1, 1997 | | | | | | By: ___________________________ | | (Signature of Authorized | | Signatory for Purchaser) | | | | Name: _________________________ | | | | Title: ________________________ | | | | Date of Purchase: Jun. 18, 1997 | ============================================== ------------------------------------------------------------------- | NOTE: Boxed areas on this form are to be completed by Purchaser. | -------------------------------------------------------------------

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,480,776,121.83 (equal to $2,564,988,955.10 2,588,677,371.20 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 6,282,712 (representing the Reserve Account Initial Deposit), less $6,000,000 3,500,000 (representing the Collection Account Initial Deposit), less $61,000,000 $ 75,000,000 (representing the Capitalized Interest Account Initial Deposit) and less $18,075,507.42 10,618,537.37 (representing the Supplemental Purchase Account Initial Deposit) and less $ 12,500,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC each of VG Funding and the VG Funding Eligible Lender Trustee hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC VG Funding and the VG Funding Eligible Lender Trustee in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCVG Funding, the VG Funding Eligible Lender Trustee, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 ($974,251,541.42 equal to $2,564,988,955.10 964,605,486.55 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account DepositLoans accepted for purchase) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)multiplied by 101%. This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Loans or Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC VG Funding hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms and the Servicer hereby makes the representations and warranties set forth in Section 5(C) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, in each case as of the Closing Dateapplicable date specified in the Master Terms. SLM ECFC Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC each of VG Funding and the VG Funding Eligible Lender Trustee hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($1,789,859,484.74 equal to (i) $2,564,988,955.10 1,780,562,490.40 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), Loans accepted for purchase) less $6,255,297 8,424,386.69 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing portion of the Collection Account Initial Deposit), less $61,000,000 Deposit attributable to the Loans owned by SLM ELC listed on the attached Exception Report) multiplied by (representing the Capitalized Interest Account Depositii) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)101%. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC ELC hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC ELC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC Seller hereby sells to the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust the entire right, title and interest of SLM ECFC Seller in the Student Loans accepted for purchase, subject to all the terms and conditions of the Purchase Master Terms Sales Agreement ("Master Securitization Terms Number 1000 (the “Master Terms”Sales Agreement") and any amendments thereto, incorporated herein by reference, among SLM ECFCSeller, Funding, the Trust and the Interim Eligible Lender Owner Trustee. The Initial Payment for Purchase Price of the Initial Students Loans shall equal $ 2,473,658,150.68 (equal to $2,564,988,955.10 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)9,852,135.29. This document shall constitute the Initial Purchase a Sales Agreement as referred to in the Master Terms Sales Agreement and, except as modified herein, each term used herein shall have the same meaning as in the Master TermsSales Agreement. All references in the Master Terms Sales Agreement to Loans, Eligible Loans, Initial Student Loans or Purchased Loans, as applicable, Qualified Loans shall be deemed to refer to the Students Loans governed by this Initial Purchase Sales Agreement. SLM ECFC 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 Terms regarding Sales Agreement and makes such representations and warranties with respect to the Initial Student Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Sales Agreement. SLM ECFC Seller authorizes the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust to use a copy of the Initial Bxxx of Bill xx Sale, including the Student Loan Transmittal Summary Form attached to the Initial Bxxx of Sale (in lieu of OE Form 1074)Bill xx Sale, as official notification to the applicable Guarantors any Guarantor of assignment to the Interim Eligible Lender Owner Trustee on behalf of Funding the Trust of the Initial Student Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Student Loans described in the Initial Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Student Loans from SLM ECFC Seller to the Interim Eligible Lender Owner Trustee for the benefit of Fundingthe Trust. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Seller hereby grants to the Interim Eligible Lender Owner Trustee for the benefit of Funding the Trust a first priority security interest in and to all Purchased Student Loans described in the Initial Bxxx of Bill xx Sale and related Student Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC SLMA hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC SLMA in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSLMA, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,515,129,886 (equal to $2,564,988,955.10 2,521,531,556 (representing the sale price of the Notes less underwriters’ ' discounts and fees), less $6,255,297 6,252,920 (representing the Reserve Account Initial Deposit), less $6,000,000 148,750 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial DepositRate Cap Agreement Upfront Payment). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC SLMA hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC SLMA authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC SLMA to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC SLMA hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCELC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($411,677,727.37 equal to (i) $2,564,988,955.10 410,044,453.06 (representing the sale price Principal Balance of the Notes less underwriters’ discounts and fees), Loans accepted for purchase) less $6,255,297 2,442,742.79 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing portion of the Collection Account Initial Deposit), less $61,000,000 Deposit attributable to the Loans owned by SLM ELC listed on the attached Exception Report) multiplied by (representing the Capitalized Interest Account Depositii) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)[101%]. This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC ELC hereby makes makes, as of the date hereof, all the representations and warranties set forth contained in Sections 5(A) and (B) of the Master Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC ELC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC ELC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,036,131,244 (equal to $2,564,988,955.10 910,841,555 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), ) PLUS $1,158,247,393 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees) LESS $6,255,297 5,138,429 (representing the Reserve Account Initial Deposit), less ) LESS $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 23,750,000 (representing the Capitalized Interest Account Initial Deposit) and less LESS $18,075,507.42 4,069,275 (representing the Supplemental Purchase Remarketing Fee Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC Sallie Mae hereby sells to the Interim Eligible Lender Trustee for the benefit xxx xxx xxxxfit of Funding the entire right, title and interest of SLM ECFC Sallie Mae in the Loans accepted for purchase, subject to all the terms and conditions terxx xxx xxxditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCSallie Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for Inixxxx Xayment of the Initial Loans shall equal $ 2,473,658,150.68 $1,260,730,441 (equal to $2,564,988,955.10 1,265,870,537 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $6,255,297 3,140,096 (representing the Reserve Account Initial Deposit), ) less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 2,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit)). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC Sallie Mae hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Formmakes, as of the Closing Datedate hereof, all the representatioxx xxx xxxranties contained in the Master Terms and makes such representations and warranties with respect to the Loans governed by this Purchase Agreement. SLM ECFC Sallie Mae authorizes the Interim Eligible Lender Trustee for the benefit of benxxxx xf Funding to use a copy of the Initial Bxxx Bill of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx xxx Bill of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors txx Xuarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Bill of Sale and related Loan Transmittal Summary Form be, and be construed asax, a x valid sale of such Purchased Loans from SLM ECFC Sallie Mae to the Interim Eligible Lender Trustee for the benefit of FundingXxxxxxg. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Sallie Mae hereby grants to the Interim Eligible Lender Trustee for the benefit txx xxxexxx of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Bill of Sale and related Loan Transmittal Xxxxsmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 $2,039,185,273 (equal to $2,564,988,955.10 2,044,191,783 (representing the sale price of the Notes Securities less underwriters’ discounts ' commissions and fees), ) less $6,255,297 5,006,510 (representing the Reserve Account Initial Deposit), less $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing the Supplemental Purchase Account Initial Deposit). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans. STUDENT LOAN MARKETING SLM FUNDING CORPORATION ASSOCIATION (Seller) (Purchaser) By: By: --------------------------- ----------------------------- Name: Name: ------------------------- --------------------------- Title: Title: ------------------------ -------------------------- CHASE MANHATTAN BANK DELAWARE, Not in its individual capacity but solely as Interim Eligible Lender Trustee By: --------------------------- Name: ------------------------- Title: ------------------------ PURCHASE AGREEMENT NUMBER 1 BLANKET ENDORSEMENT DATED FEBRUARY 15, 2000 Student Loan Marketing Association ("Xxxxxx Xxx"), by execution of this instrument, hereby endorses the attached promissory note which is one (1) of the promissory notes ("the Notes") described in the Xxxx of Sale executed by Xxxxxx Xxx in favor of Chase Manhattan Bank Delaware as the Interim Eligible Lender Trustee for the benefit of SLM Funding Corporation ("Funding"). This endorsement is in blank, unrestricted form and without recourse except as provided in Section 6 of the Master Terms referred to in the Purchase Agreement among Xxxxxx Xxx, Funding, and the Interim Eligible Lender Trustee which covers this promissory note. This endorsement may be effected by attaching either this instrument or a facsimile hereof to each or any of the Notes. Notwithstanding the foregoing, Xxxxxx Mae agrees to individually endorse each Note in the form provided by Funding as Funding may from time to time require or if such individual endorsement is required by the Guarantor of the Note. THE SALE AND PURCHASE OF THE LOANS SHALL BE SUBJECT TO THE TERMS, CONDITIONS AND COVENANTS, INCLUDING THE BLANKET ENDORSEMENT, AS SET FORTH IN THE PURCHASE AGREEMENT. BY EXECUTION HEREOF, XXXXXX XXX ACKNOWLEDGES THAT XXXXXX MAE HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY ALL TERMS, CONDITIONS AND COVENANTS OF THE PURCHASE AGREEMENT. THE SALE AND PURCHASE SHALL BE CONSUMMATED UPON FUNDING'S PAYMENT TO XXXXXX XXX OF THE INITIAL PAYMENT (AS DEFINED IN THE MASTER TERMS) AND, UNLESS OTHERWISE AGREED BY XXXXXX MAE AND FUNDING, SHALL BE EFFECTIVE AS OF THE DATE OF THE XXXX OF SALE. SELLER PURCHASER --------------------------------- ----------------------------------- Student Loan Marketing Association Chase Manhattan Bank Delaware, 11600 Xxxxxx Xxx Drive not in its individual capacity Xxxxxx, Xxxxxxxx 00000 but solely as Interim Eligible Lender Trustee for the benefit Lender Code: of SLM Funding Corporation -------------- under the Interim Trust By: ----------------------------- Agreement dated Feb. 1, 2000 By: -------------------------------- (Signature of Authorized Signatory for Purchaser) Name: Name: --------------------------- ------------------------------ Title: Title: -------------------------- ----------------------------- + Date of Purchase: Feb. 15, 2000 --------------------------------- ----------------------------------- XXXX OF SALE DATED FEBRUARY 15, 2000 The undersigned ("Xxxxxx Xxx"), for value received and pursuant to the terms and conditions of Purchase Agreement Number 1 ("Purchase Agreement") among SLM Funding Corporation ("Funding"), and Chase Manhattan Bank Delaware as Interim Eligible Lender Trustee for the benefit of Funding under the Interim Trust Agreement dated as of February 1, 2000 between Funding and the Interim Eligible Lender Trustee, does hereby sell, assign and convey to the Interim Eligible Lender Trustee for the benefit of Funding and its assignees all right, title and interest of Xxxxxx Xxx, including the insurance interest of Xxxxxx Mae under the Federal Family Education Loan Program (20 U.S.C. 1071 ET SEQ.), in the Loans identified herein which the Interim Eligible Lender Trustee for the benefit of Funding has accepted for purchase. The portfolio accepted for purchase by the Interim Eligible Lender Trustee for the benefit of Funding and the effective date of sale and purchase are described below and the individual Accounts are listed on the Schedule A attached hereto. Xxxxxx Xxx hereby makes the representations and warranties set forth in Section 5 of the Purchase Agreement Master Securitization Terms Number 1000 incorporated by reference in the Purchase Agreement. Xxxxxx Mae authorizes the Interim Eligible Lender Trustee on behalf of Funding to use a copy of this document (in lieu of OE Form 1074) as official notification to the Guarantor(s) of assignment to the Interim Eligible Lender Trustee for the benefit of Funding of the Loans on the date of purchase. [PLACE TABLE HERE] ADDITIONAL LOAN CRITERIA Not in claims status, not previously rejected Not in litigation Last disbursement is greater than 120 days from cutoff date Loan is not swap-pending *Based upon Xxxxxx Mae's estimated calculations, which may be adjusted upward or downward based upon Funding's reconciliation. ** Includes interest to be capitalized.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $2,977,419,787.97 (equal to $2,564,988,955.10 3,112,062,479 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,540,141 (representing the Reserve Account Initial Deposit), less $6,000,000 4,100,000 (representing the Collection Account Initial Deposit), less $61,000,000 95,000,000 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 9,825,371.55 (representing the Supplemental Purchase Account Initial Deposit) less $15,000,000 (representing the Add-On Consolidation Loan Account Initial Deposit). This document shall constitute the Initial Purchase Agreement referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx Xxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Date. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Date. Purchase Agreement SLM ECFC The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.. Purchase Agreement SLM ECFC

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase PriceXxxxx, SLM ECFC Xxxxxx Mae hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC Xxxxxx Xxx in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “"Master Terms”") and any amendments thereto, incorporated herein by reference, among SLM ECFCXxxxxx Mae, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for of the Initial Loans shall equal $ 2,473,658,150.68 ($2,468,497,214 equal to $2,564,988,955.10 1,312,648,626 (representing the sale price of the Floating Rate Notes less underwriters’ discounts ' commissions and fees), PLUS $1,213,870,880 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), LESS $6,255,297 6,269,417 (representing the Reserve Account Initial Deposit), less LESS $6,000,000 (representing the Collection Account Initial Deposit), less $61,000,000 19,000,000 (representing the Capitalized Interest Account Initial Deposit) and less ), LESS $18,075,507.42 32,715,375 (representing the Supplemental Purchase Interest Account Initial Deposit), LESS $32,500 (representing the Remarketing Agents' Upfront Fee payable on the Interest Rate Cap Agreement) and LESS $5,000 (representing the payment to the Remarketing Agent on behalf of the Swap Agent under the Remarketing Agreement). This document shall constitute the Initial a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, Eligible Loans shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC 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 Terms regarding and makes such representations and warranties with respect to the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC Xxxxxx Mae authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of Funding of the Initial Loans purchased pursuant hereto on the Closing Datedate of purchase. The parties hereto intend that the transfer of Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC Xxxxxx Mae to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC Xxxxxx Xxx hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx Xxxx of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loansloans.

TERMS, CONDITIONS AND COVENANTS. In consideration of the Purchase Price, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000 (the “Master Terms”) and any amendments thereto, incorporated herein by reference, among SLM ECFC, Funding, and the Interim Eligible Lender Trustee. The Initial Payment for the Initial Loans shall equal $ 2,473,658,150.68 $129,855,230.91 (equal to $2,564,988,955.10 3,018,840,832.70 (representing the sale price of the Notes less underwriters’ discounts and fees), less $6,255,297 7,500,122 (representing the Reserve Account Initial Deposit), less $6,000,000 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 $61,000,000 2,849,841,187.34 (representing the Capitalized Interest Account Deposit) and less $18,075,507.42 (representing purchase price of the Supplemental Purchase 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 a Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Purchased Loans, as applicable, shall be deemed to refer to the Loans governed by this Initial Purchase Agreement. SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Initial Loans described in the Initial Bxxx of Sale and the related Loan Transmittal Summary Form, as of the Closing Dategoverned by this Purchase Agreement. SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of Funding to use a copy of the Initial Bxxx related Xxxx of Sale, including the Loan Transmittal Summary Form attached to the Initial Bxxx Xxxx of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantors Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of 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 Bxxx related Xxxx of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from SLM ECFC to the Interim Eligible Lender Trustee for the benefit of Funding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of Funding a first priority security interest in and to all Purchased Loans described in the Initial Bxxx 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.