Common use of Conditions and Covenants Clause in Contracts

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

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8October 20, 2007 2004 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ECFC, the VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement. VG Funding SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8, 2007 1000 (the “"Master Terms”), ") and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among VG Funding, the VG Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[ ]1,466,283,072.57 (equal to $1,506,696,335 (representing the sale price of the Notes less underwriters' discounts and fees), less $3,750,150 (representing the Reserve Account Initial Deposit), less $2,000,000 (representing the Capitalized Interest Account Initial Deposit), less $20,000 (representing the Interest Rate Cap Agreement Upfront Payment), and less $34,643,112.43 (representing the Collection Account Initial Deposit). This document shall constitute an Additional 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 or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement. VG Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related governed by this Purchase DateAgreement. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional the ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser Funding of the Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.of

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8, 2007 1000 (the “"Master Terms”), ") and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among VG Funding, the VG Funding Eligible Lender TrusteeSLM ELC, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[ ]1,296,919,957.73, equal to $1,284,079,166.06 (representing the Principal Balance of the Loans accepted for Purchase) multiplied by 101%. This document shall constitute an Additional the Initial Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or Additional Initial Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Initial Purchase Agreement. VG Funding SLM ELC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Initial Loans described in the related Additional Initial ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Closing Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Initial ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional the Initial ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC to the Interim Eligible Lender Trustee for the benefit of the PurchaserFunding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Purchased Loans described in the related Additional Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Initial Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8, 2007 1000 (the “"Master Terms”), ") and any amendments thereto permitted by its termsthereto, incorporated herein by reference, among VG Funding, the VG Funding Eligible Lender TrusteeSLM ECFC, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Initial Payment for the Loans Purchase Price shall be equal $[ ]2,298,537,801.81 equal to $1,351,287,357 (representing the sale price of the Floating Rate Notes less underwriters' discounts and fees), plus $2,584,878,327 (representing the sale price of the Reset Rate Notes less initial purchasers' commissions and fees), less $9,750,261 (representing the Reserve Account Initial Deposit), less $30,000,000 (representing the Capitalized Interest Account Initial Deposit), less $196,140 (representing the total Interest Rate Cap Agreements Upfront Payment), less $18,400,007.29 (representing the Collection Account Initial Deposit), less $978,360,000 (representing the Pre-Funding Account Initial Deposit), less $600,921,473.90 (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 an Additional the Initial Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans, Eligible Loans, Initial Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Initial Purchase Agreement. VG Funding SLM ECFC hereby makes all the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Initial Loans described in the related Additional Initial ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Closing Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding to use a copy of the related Additional Initial ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional the Initial ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor Guarantors of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser Funding of the Initial Loans purchased pursuant hereto on the Purchase Closing Date. The parties hereto intend that the transfer of Additional Purchased Loans described in the related Additional Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the PurchaserFunding. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser Funding a first priority security interest in and to all Additional Purchased Loans described in the related Additional Initial ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ECFC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8February 15, 2007 2005 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ECFC, the VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement. VG Funding SLM ECFC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ECFC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ECFC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.

Conditions and Covenants. In consideration of the Additional Loans Purchase Price, each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC hereby sells to the Interim Eligible Lender Trustee for the benefit of Funding the entire right, title and interest of VG Funding and the VG Funding Eligible Lender Trustee SLM ELC in the Loans accepted for purchase, subject to all the terms and conditions of the Purchase Agreement Master Securitization Terms Number 1000, dated November 8June 10, 2007 2004 (the “"Master Terms”"), and any amendments thereto permitted by its terms, incorporated herein by reference, among VG FundingSLM ELC, the VG Funding Eligible Lender Trustee, Funding, the Servicer and the Interim Eligible Lender Trustee. The applicable Additional Loans Purchase Price shall be $[ ]. -------- This document shall constitute an Additional Purchase Agreement as referred to in the Master Terms and, except as modified herein, each term used herein shall have the same meaning as in the Master Terms. All references in the Master Terms to Loans or Additional Loans or to Purchased Loans, as applicable, shall be deemed to refer to the Additional Loans governed by this Additional Purchase Agreement. VG Funding SLM ELC hereby makes the representations and warranties set forth in Sections 5(A) and (B) of the Master Terms regarding the Additional Loans described in the related Additional ▇▇▇▇ of Sale and the related Loan Transmittal Summary Form, as of the related Purchase Date. Each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding, SLM ELC authorizes the Interim Eligible Lender Trustee for the benefit of the Purchaser to use a copy of the related Additional ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to such Additional ▇▇▇▇ of Sale (in lieu of OE Form 1074), as official notification to the applicable Guarantor of assignment to the Interim Eligible Lender Trustee on behalf of the Purchaser of the Loans purchased pursuant hereto on the Purchase Date. The parties hereto intend that the transfer of Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form be, and be construed as, a valid sale of such Purchased Loans from VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC to the Interim Eligible Lender Trustee for the benefit of the Purchaser. However, in the event that notwithstanding the intention of the parties, such transfer is deemed to be a transfer for security, then each of VG Funding and the VG Funding Eligible Lender Trustee for the benefit of VG Funding SLM ELC hereby grants to the Interim Eligible Lender Trustee for the benefit of the Purchaser a first priority security interest in and to all Additional Loans described in the related Additional ▇▇▇▇ of Sale and related Loan Transmittal Summary Form to secure a loan in an amount equal to the Purchase Price of such Purchased Loans.