exhibit10_8.htm


    ADOPTION
AGREEMENT

    


    This
Adoption Agreement, dated as of the date set forth on the signature page, among
the United States Department of Education (“Department”), the
Sponsor (as listed in Section 1 hereof) (“Sponsor”), the
Eligible Lender Trustee (as listed in Section 1A hereof) (“Eligible Lender
Trustee”), and the Custodian (as listed in Section 2
hereof) (“Custodian”) is made pursuant to the Master Participation
Agreement, dated as of July 25, 2008, published by the Department (“Master Participation
Agreement”). Capitalized terms used but not otherwise defined herein,
shall have the meanings set forth in the Master Participation
Agreement.

    


    a)           The
Department desires to purchase from the Sponsor, and the Sponsor desires to sell
to the Department, in each case through the Custodian, certain Participation
Interests in Eligible Loans from time to time pursuant to the terms and
conditions set forth in the Master Participation Agreement.

    


    b)           The
Department and the Sponsor desire to set forth herein the terms and conditions
of such purchase and sale arrangements.

    


    c)           Each
of the Sponsor and the Eligible Lender Trustee desires to transfer title to the
Eligible Loans to the Custodian, and the Custodian hereby accepts such delivery
and agrees to hold such Eligible Loans and all supporting documentation
delivered in connection with such Eligible Loans in trust for the benefit of the
holders of the Participation Interests.

    


    d)           This
Adoption Agreement shall supersede and replace all prior agreements among the
parties regarding the sale of Participation Interests in Eligible Loans by the
Sponsor to the Department.

    


    NOW,
THEREFORE, in consideration of the above recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Department and the Sponsor hereby agree as
follows:

    


    Section
1.                      “Sponsor” shall
mean:

    


    The
Student Loan Corporation

    750
Washington Blvd., 9th
Floor

    Stamford,
CT 06901

    Attention:
Michael J. Reardon, President and

    Chief
Executive Officer

    Telephone:
(203) 975-5018

    Fax:
(203) 975-6148

    


    With a
copy to:

    


    The
Student Loan Corporation

    750
Washington Blvd., 9th
Floor

    Stamford,
CT 06901

    Attention:
Christine Y. Homer, General Counsel

    Telephone:
(203) 975-6843

    Fax:
(203) 975-6148

    


    The above
address shall be the Sponsor’s address for the purpose of receiving notices
pursuant to the Master Participation Agreement.

    


    Section
1A.                                “Eligible Lender
Trustee” shall mean:

    


    Citibank,
N.A., as Eligible Lender Trustee

    for The
Student Loan Corporation

    c/o The
Student Loan Corporation

    750
Washington Blvd., 9th
Floor

    Stamford,
CT 06901

    Attention:
Christine Y. Homer, General Counsel

    Telephone:
(203) 975-6843

    Fax:
(203) 975-6148

    Lender
ID: 826878

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    The above
address shall be the Eligible Lender Trustee’s address for the purpose of
receiving notices pursuant to the Master Participation Agreement.

    


    Section
2.                      “Custodian” shall
mean:

    


    The Bank
of New York Mellon Trust Company, N.A.

                                    
10161 Centurion Parkway

     Jacksonville, FL
32256

     Attention:  Derek
Kettel, Vice President and Product Manager

     Telephone:  (904)
998-4716

            
Fax:  (904) 645-1931

     

    The above
address shall be the Custodian’s address for the purpose of receiving notices
pursuant to the Master Participation Agreement.

    


    Section
3.                      Purchase and Sale of
Participation Interests. Following the date of this Adoption Agreement,
each of the Sponsor and the Eligible Lender Trustee agrees to participate in the
Department's Participation Purchase Program for Participation Interests in
Eligible Loans made pursuant to the Federal Family Education Loan Program under
the Master Participation Agreement and to deliver to the Department such
Participation Interests in the aggregate principal amounts as evidenced by
Participation Purchase Requests and related attachments entered into among the
Sponsor, the Eligible Lender Trustee, the Custodian holding legal title to the
Eligible Loans in trust for the holders of the Participation Interests pursuant
to the Master Participation Agreement. The Sponsor agrees to sell to the
Department, and the Department agrees to purchase from the Sponsor such
Participation Interests on the terms and subject to the conditions of the Master
Participation Agreement as the same may be supplemented or amended from time to
time. The Custodian agrees to hold each Eligible Loan and, either directly or
through its designee, all supporting documentation and records in trust for the
benefit of the holders of the Participation Interests, and to issue the
Participation Interests pursuant to the terms and conditions of the Master
Participation Agreement as the same may be supplemented or amended from time to
time. Each of the Sponsor, the Eligible Lender Trustee, the Department and the
Custodian hereby acknowledges and agrees to all terms and provisions of the
Master Participation Agreement which relate to the creation of and selling of
Participation Interests which are incorporated herein in their entirety as if
such had been set forth herein, as the same may be supplemented or amended from
time to time.

    


    Section
4.                      Incorporation of Master
Participation Agreement.  Each of the Sponsor, the Eligible
Lender Trustee, the Department and the Custodian hereby acknowledges and agrees
to all terms and provisions of the Master Participation Agreement which are
incorporated herein in their entirety as if such had been set forth herein in
their entirety, as the same may be supplemented or amended from time to
time.

    


    Section
5.                      Governing
Law.  This Adoption Agreement and the rights and obligations of
the parties hereto shall be governed by and construed in accordance with Federal
law.  To the extent that there may be no applicable Federal law, the
internal laws of the State of New York (without giving regard to conflicts of
laws principles other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law) shall be deemed reflective of Federal law to the extent that to
do so would not frustrate the purposes of any provision of this Adoption
Agreement.

    


    [Signature
Page Follows]

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Adoption Agreement to be
duly executed by their respective officers hereunto duly authorized, as of the
day and year first above written.

    


    


    
      
        	 	United States Department of
      Education 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ James
      F. Manning	 
	 	 	Name: 
      James F. Manning 	 
	 	 	Title: 
      Deputy COO 	 
	 	 	 	 

                                                        

    

                           Date of Adoption Agreement:
11/07/08

                           (to be inserted by the
Department)

     

    
      
        	 	The Student Loan Corporation,
      as Sponsor	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Michael
      J. Reardon	 
	 	 	Name: 
      Michael J. Reardon 	 
	 	 	Title: 
      President and Chief Executive Officer 	 
	 	 	 	 


      



    
      
        	 	Citibank, N.A., as eligible
      lender trustee for	 
	 	 	 The
      Student Loan Corporation, as Eligible Lender Trustee	 
	
                 

              	
                By:
      

              	/s/ Valerie
      Delgado	 
	 	 	Name: 
      Valerie Delgado 	 
	 	 	Title: 
      Vice President 	 
	 	 	 	 


      



    
      
        	 	The Bank of  New York
      Mellon Trust Company, N.A., as Custodian	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Derek
      Kettel	 
	 	 	Name: 
      Derek Kettel 	 
	 	 	Title: 
      Vice President