Common use of CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Clause in Contracts

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall SLM National Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall SLM National Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall SLM National Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall SLM National Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, covering the applicable Loans offered by Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, including the insurance interest of the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall SLM National Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding shall provide a blanket endorsement transferring the entire interest of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall SLM National Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall SLM National Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall SLM National Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall SLM National Funding Eligible Lender Trustee on behalf of Town Hall SLM National Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall SLM National Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Blue Ridge Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, covering the applicable Loans offered by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, including the insurance interest of the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Blue Ridge Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Blue Ridge Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Blue Ridge Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Blue Ridge Funding Eligible Lender Trustee on behalf of Town Hall Blue Ridge Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Blue Ridge Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. In furtherance of the foregoing, each of Blue Ridge Funding, the Blue Ridge Funding Eligible Lender Trustee, Funding and the Interim Eligible Lender Trustee hereby grant to Navient Solutions, Inc. a power of attorney to endorse any and all transfer documents (including, without limitation, Bills of Sale) to endorse transfers of record and beneficial ownership, as applicable, in and to all Loans.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VL Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, covering the applicable Loans offered by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, including the insurance interest of the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement – Master (VG FUNDING) (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Red Wolf Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Red Wolf Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Red Wolf Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Red Wolf Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee for the benefit of Town Hall Red Wolf Funding, covering the applicable Loans offered by Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee for the benefit of Town Hall Red Wolf Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Red Wolf Funding and the Town Hall Red Wolf Funding Eligible Lender Trustee for the benefit of Town Hall Red Wolf Funding, including the insurance interest of the Town Hall Red Wolf Funding Eligible Lender Trustee for the benefit of Town Hall Red Wolf Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Red Wolf Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall SLM National Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall SLM National Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall SLM National Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall SLM National Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, covering the applicable Loans offered by Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall SLM National Funding and the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, including the insurance interest of the Town Hall SLM National Funding Eligible Lender Trustee for the benefit of Town Hall SLM National Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall SLM National Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding [SPE Seller] shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], covering the applicable Loans offered by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], including the insurance interest of the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding [SPE Seller] shall provide a blanket endorsement transferring the entire interest of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding [SPE Seller] in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding [SPE Seller] also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding [SPE Seller] shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding [SPE Seller] shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding [SPE Seller] and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding [SPE Seller] agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding [SPE Seller] Eligible Lender Trustee on behalf of Town Hall Funding [SPE Seller] to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding [SPE Seller] hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding [SPE Seller] or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; andand Purchase Agreement – Master (BLUEMONT FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; andand Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding [SPE Seller] shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], covering the applicable Loans offered by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], including the insurance interest of the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan.. Town Center Funding Purchase Agreement 11 (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Town Center Funding Purchase Agreement 12 (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (BLUEMONT FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Purchase Agreement – Master (VG FUNDING) VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement – Master (VG FUNDING) (A) Activities Prior to the Related Purchase Date Town Hall VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding[SPE Seller], by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding [SPE Seller] shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding [SPE Seller] shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding [SPE Seller] shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], covering the applicable Loans offered by Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Funding [SPE Seller] and the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], including the insurance interest of the Town Hall Funding [SPE Seller] Eligible Lender Trustee for the benefit of Town Hall Funding[SPE Seller], in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding [SPE Seller] in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan.. Town Hall Funding Purchase Agreement 11 (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Town Hall Funding Purchase Agreement 12 (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Blue Ridge Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, covering the applicable Loans offered by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, including the insurance interest of the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) Purchase Agreement – Master (TOWN CENTER FUNDING) 11 and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) 12 cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Bluemont Funding Purchase Agreement 10 (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Bluemont Funding Purchase Agreement 11 (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Attorney (H) Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement – Master (VG FUNDING) 10 (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (BLUEMONT FUNDING) 11 (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has b)has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states c)states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ – Master (TOWN CENTER FUNDING) Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Blue Ridge Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Blue Ridge Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Blue Ridge Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Blue Ridge Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, covering the applicable Loans offered by Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Blue Ridge Funding and the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, including the insurance interest of the Town Hall Blue Ridge Funding Eligible Lender Trustee for the benefit of Town Hall Blue Ridge Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Blue Ridge Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement – Master (TOWN HALL FUNDING) (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement – Master (TOWN HALL FUNDING) (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) 11 (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of Purchase Agreement – Master (TOWN HALL FUNDING) 12 any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding Purchase Agreement 10 Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Bluemont Funding Purchase Agreement 11 (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by authorized officers of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement — Master (BLUEMONT FUNDING) (E) Officer’s Certificate Town Hall Bluemont Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Bluemont Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Bluemont Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Bluemont Funding Eligible Lender Trustee on behalf of Town Hall Bluemont Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Bluemont Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Bluemont Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Bluemont Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Bluemont Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, covering the applicable Loans offered by Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Bluemont Funding and the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, including the insurance interest of the Town Hall Bluemont Funding Eligible Lender Trustee for the benefit of Town Hall Bluemont Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Bluemont Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct.. Purchase Agreement - Master (VG FUNDING) (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Purchase Agreement — Master (TOWN CENTER FUNDING) (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement. Purchase Agreement — Master (TOWN CENTER FUNDING)

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇B▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇B▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇B▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇B▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇B▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇B▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase):): Purchase Agreement - Master (VG FUNDING) (A) Activities Prior to the Related Purchase Date Town Hall VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) Purchase Agreement – Master (TOWN CENTER FUNDING) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VG Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Purchase Agreement — (VG Funding) VG Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VG Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇B▇▇▇ of Sale. (C) ▇B▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VG Funding shall deliver to Funding: (i) a ▇B▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, covering the applicable Loans offered by Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall VG Funding and the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, including the insurance interest of the Town Hall VG Funding Eligible Lender Trustee for the benefit of Town Hall VG Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VG Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇B▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇B▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇B▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; andand Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Purchase Agreement – Master (TOWN CENTER FUNDING) Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall VL Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall VL Funding Purchase Agreement 10 VL Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall VL Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall VL Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, covering the applicable Loans offered by Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, assignees all right, title and interest of Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, including the insurance interest of the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall VL Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding shall provide a blanket endorsement transferring the entire interest of Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall VL Funding and the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. VL Funding Purchase Agreement 11 (E) Officer’s Certificate Town Hall VL Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall VL Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall VL Funding Eligible Lender Trustee for the benefit of Town Hall VL Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall VL Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall VL Funding Eligible Lender Trustee on behalf of Town Hall VL Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (TOWN HALL FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. Purchase Agreement – Master (TOWN HALL FUNDING) (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Center Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Center Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Center Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Center Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, covering the applicable Loans offered by Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, Trustee on behalf of Funding, Funding and their assignees, its assignees all right, title and interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, including the insurance interest of the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Center Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and and Purchase Agreement – Master (TOWN CENTER FUNDING) (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time. (E) Officer’s Certificate Town Hall Center Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Center Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Center Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Center Funding Eligible Lender Trustee on behalf of Town Hall Center Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or Purchase Agreement – Master (TOWN CENTER FUNDING) cause to be individually endorsed in the name of Town Hall Center Funding and the Town Hall Center Funding Eligible Lender Trustee for the benefit of Town Hall Center Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Center Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement.

CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION. Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and Town Hall Funding, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date Town Hall Funding shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, Town Hall Funding shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form Town Hall Funding shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officers officer of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, covering the applicable Loans offered by Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to Funding and the Interim Eligible Lender Trustee, on behalf of Funding, and their assignees, all right, title and interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, including the insurance interest of the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, in each of the related Loans, and (c) states that the representations and warranties made by Town Hall Funding in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the related ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the related ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the related ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such related Loan. (D) Endorsement Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding shall provide a blanket endorsement transferring the entire interest of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding in the related Eligible Loans to Funding and the Interim Eligible Lender Trustee on behalf of Funding with the form of endorsement provided for in the Initial Purchase Agreement with respect to the Initial Loans or the Additional Purchase Agreement with respect to the Additional Loans or Substituted Loans. At the direction of and in such form as Funding may designate, Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding also agree to individually endorse any Eligible Loan as Funding may request from time to time.. Town Hall Funding Purchase Agreement 11 (E) Officer’s Certificate Town Hall Funding shall furnish to Funding, with each ▇▇▇▇ of Sale provided in connection with each purchase or substitution of Eligible Loans pursuant to these Master Terms, an Officer’s Certificate, dated as of the date of such ▇▇▇▇ of Sale. (F) Loan Transfer Statement Upon Funding’s request, Town Hall Funding shall deliver to Funding one (1) or more Loan Transfer Statements (Department of Education Form OE 1074 or its equivalent) provided by Funding, executed by the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding and dated the date of the related ▇▇▇▇ of Sale. Town Hall Funding agrees that Funding and the Interim Eligible Lender Trustee may use the related ▇▇▇▇ of Sale, including the Loan Transmittal Summary Form attached to that ▇▇▇▇ of Sale, in lieu of OE Form 1074, as official notification to the Guarantor of the assignment by the Town Hall Funding Eligible Lender Trustee on behalf of Town Hall Funding to the Interim Eligible Lender Trustee on behalf of Funding of the Loans listed on the related ▇▇▇▇ of Sale. (G) Power of Attorney Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding hereby grant grants to Funding and the Interim Eligible Lender Trustee, on behalf of and for the benefit of Funding, an irrevocable power of attorney, which power of attorney is coupled with an interest, to individually endorse or cause to be individually endorsed in the name of Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding, any Eligible Loan to evidence the transfer of such Eligible Loan to Funding and the Interim Eligible Lender Trustee for the benefit of Funding and to cause to be transferred physical possession of any Note from Town Hall Funding or the Servicer to Funding or the Interim Eligible Lender Trustee or any custodian on their behalf. (H) Contemporaneous Sale Subject to the conditions set forth in Section 3.2(A) hereof, with respect to the purchase of Additional Loans, such Additional Loans shall be contemporaneously sold to the Eligible Lender Trustee on behalf of the Trust in accordance with Section 4(H) of the Sale Agreement. Town Hall Funding Purchase Agreement 12