Exhibit 10.5
 Master Loan Sale Agreement
 United States Department of Education
 July 25, 2008
 Eligible Loans Made Pursuant to the  Federal Family Education Loan Program




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TABLE OF CONTENTS
 PageSection 1. Terms
    
    
    1Section 2. Commitment to Lend Under the FFELP
    
    
    2Section 3. Definitions
    
    
    2Section 4. Sale/Purchase
    
    
    9Section 5. Conditions Precedent to Purchase
    
    
    11Section 6. Representations and Warranties of the Seller and the Eligible Lender Trustee
    
    
    13Section 7. Rescission of Purchase; Obligation to Reimburse and Indemnify
    
    
    18Section 8. Obligation to Remit Subsequent Payments and Forward Communications
    
    
    19Section 9. Continuing Obligation of the Seller
    
    
    19Section 10. Liability of the Seller; Indemnities
    
    
    19Section 11. Transfer of Servicing
    
    
    20Section 12. Merger or Consolidation of, or Assumption of the Obligations of, the Seller
    
    
    20Section 13. Expenses
    
    
    21Section 14. Survival of Covenants
    
    
    21Section 15. Communication and Notice Requirements
    
    
    21Section 16. Form of Instruments
    
    
    22Section 17. Amendment; Waiver
    
    
    22Section 18. Audits
    
    
    22Section 19. Severability Clause
    
    
    22Section 20. Governing Law
    
    
    23Section 21. Exhibits
    
    
    23Section 22. General Interpretive Principles
    
    
    23Section 23. Reproduction of Documents
    
    
    23Section 24. Further Agreements
    
    
    23Section 25. Other Department Program
    
    
    24Section 26. Adoption
    
    
    24Section 27. Integration
    
    
    24




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MASTER LOAN SALE AGREEMENT
 Master Loan Sale
Agreement Department Seller Exhibit A
 Higher Education Act
      Terms Exhibit B




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Commitment to Lend Under the FFELP . By its execution of an
Adoption Agreement, and upon each sale hereunder, the Seller represents to the Department
that it shall continue to participate in the FFELP (either itself or through an Eligible
Lender Trustee) and that at such time as funds become reasonably available to it from
private sources, it will originate new FFELP loans or acquire FFELP loans made by other
lenders after the date of the sale of the Loans to the Department hereunder.
 Definitions
 Adoption Agreement Exhibit A
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Bill of Sale Exhibit B
 Borrower
 Business Day
 Custodian
 Eligible Borrower Benefits
 Eligible Lender
 Eligible Lender Trustee
 Eligible Loan
 (i)
    
    the Loan was made for loan periods that include, or begin on or after,
July 1, 2008, the first disbursement on the Loan is made on or after May 1,
2008 but no later than July 1, 2009, and the Loan is fully disbursed no
later than September 30, 2009;(ii)
    
    the Loan is owned by the Seller, together with the Eligible Lender
Trustee (if applicable), and is fully disbursed;(iii)
    
    the Loan has been originated and serviced in compliance with all
requirements of applicable law, including the Higher Education Act and the
implementing regulations, the Equal Credit Opportunity Act, Regulation B and
other applicable consumer credit laws and equal credit opportunity laws, as
applicable to such Loan;
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(iv)
    
    the Loan is guaranteed at least 97% as to principal and interest by the applicable
Guarantor and eligible for reinsurance by the Department in accordance with the Higher
Education Act;(v)
    
    the Loan bears interest at a stated rate equal to the maximum rate permitted under
the Higher Education Act for such loan;(vi)
    
    the Loan is eligible for the payment of quarterly Special Allowance Payments;(vii)
    
    if the Loan is not yet in repayment status, the Loan is eligible for payment of
Interest Subsidy Payments, or if not eligible, has interest either billed quarterly to
the Borrower or capitalized to the extent permitted by the applicable Guarantor;(viii)
    
    the Loan is evidenced by a signed Promissory Note and any addendum thereto or the
electronic records evidencing the same, containing terms in accordance with those
required by the Higher Education Act, the applicable Guarantee Agreement and other
applicable requirements, and which does not require the Borrower to consent to the
transfer, sale or assignment of the rights and duties of the Seller and does not contain
any provision that restricts the ability of the Department to exercise its rights under
this Agreement or any rights the Department may have under the related documents;(ix)
    
    the Seller, together with the Eligible Lender Trustee (if applicable), has good and
marketable title to the Loan free and clear of any encumbrance, lien or security
interest or any other prior commitment other than as may be granted in favor of the
Department or that will be released pursuant to a Security Release Certification upon
the transfer hereunder;(x)
    
    the Loan has not been modified, extended or renegotiated in any way, except as required
under the Higher Education Act or other applicable laws, rules and regulations, and the applicable
Guarantee Agreement;(xi)
    
    the Loan constitutes a legal, valid and binding obligation to pay on the part of
the related Borrower enforceable in accordance with its terms and is not subject to a
current bankruptcy proceeding;(xii)
    
    the Loan is supported by the documents required under this Agreement;(xiii)
    
    the Loan has no borrower benefits or other incentive programs other than Eligible Borrower Benefits;(xiv)
    
    if the Loan is subject to a servicing agreement, such servicing agreement is
terminable with respect to such Loan upon thirty (30) days notice by the Department
without the payment by the Department of any deboarding, deconversion or related fees or expenses of the related
servicer and without any liability on the part of the Department;
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(xv)
    
    the sale or assignment of the Loan does not conflict with any law or
require notice to or consent, approval, authorization or order of any Person
or governmental authority, except for such consent, approval, authorizations
or orders, if any, that have been obtained prior to the related Purchase
Date, and for any notices to Borrowers and Guarantors required by the Higher
Education Act;(xvi)
    
    if the Loan is made under Section 428 (Subsidized Stafford Loans) or
Section 428H (Subsidized Stafford Loans) of the Higher Education Act, such
Loan shall have been sold to the Department together with all of the
Borrowers other Subsidized Stafford Loans and Unsubsidized Stafford Loans
that are Eligible Loans and that are held by or on behalf of the Seller; and(xvii)
    
    the Loan has been originated or acquired by either an Eligible
Lender, or a lender that is not an Eligible Lender and the legal title of
such Loan is held by an Eligible Lender Trustee, and pursuant to Section 1
above, the Department has timely received the Notices of Intent to
Participate.
  (i)
    
    loans which do not comply with the representations and warranties set
forth in Section 6B of this Master Loan Sale Agreement;(ii)
    
    FFELP consolidation loans or any other types of loans not specifically
described in this Master Loan Sale Agreement;(iii)
    
    loans disbursed for academic years other than
2008-2009;(iv)
    
    loans on which the lender has committed to providing the Borrower with
any borrower benefits other than Eligible Borrower Benefits;(v)
    
    loans on which a default claim or other claim for payment on the loan
has been filed with the related Guarantor; and(vi)
    
    loans made by a guarantor or other lender as a Lender of Last Resort,
pursuant to Section 428(j) of the Higher Education Act, whether made with
Federal advances or other funds.
 Equal Credit Opportunity Act et seq
 FFELP
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Guarantee Agreement
 Guarantor
 Higher Education Act
 Interest Subsidy Payments
 Loan
 Loan Documents
 (i)
    
    a copy of the loan application if a separate application was provided to
the Seller;(ii)
    
    a copy of the signed Promissory Note;(iii)
    
    the repayment schedule;(iv)
    
    a record of each disbursement;(v)
    
    notices of changes in a Borrowers address and status as at least a
half-time student;(vi)
    
    evidence of the Borrowers eligibility for a deferment;(vii)
    
    the documents required for the exercise of
forbearance;(viii)
    
    documentation of the assignment of the
loan, if any;(ix)
    
    a payment history showing the date and amount of each payment received
from or on behalf of the Borrower, and the amount of each payment that was
attributed to principal, interest, late charges, and other costs;
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(x)
    
    a collection history showing the date and subject of each communication
between the Seller and the Borrower or endorser relating to collection of a
delinquent Loan, each communication other than regular reports by the
Seller showing that an account is current, between the Seller and a credit
bureau regarding the loan, each effort to locate a Borrower whose address
is unknown at any time, and each request by the Seller for default aversion
assistance on the Loan;(xi)
    
    documentation of any master promissory note confirmation process or
processes;(xii)
    
    any additional records that are necessary to document the validity of
a claim against the guarantee or the accuracy of reports submitted by the Seller; and(xiii)
    
    a statement identifying the name and location of the entity in
possession of the original electronic promissory note and, if different, the
name, company, address and contact information of the person who is able to
provide the affidavit or certification described in 34 C.F.R. Section
682.414(a)(6)(i), including any necessary supporting documentation.
 Loan Schedule
 Master Loan Sale Agreement
 Master Participation Agreem
 Notice of Intent to Participate
 Person
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PLUS Loan
 Principal Balance
 Promissory Note
 Purchase Date
 Purchase Price
 Regulation
B
 Responsible Officer
 Secretary
 Security Release Certification Exhibit E
 Seller
 Special Allowance Paym
 Stafford Loan
 Subsidized Stafford Loan
 Unsubsidized Stafford Loan
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Sale/Purchase
 Notice
 Consummation of Sale and Purchase
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Settlement of the Purchase Price Exhibit B
 Purchase Frequency
 Interest Subsidy and Special Allowance Payments and Fees
 Transfer of Servicing
 Intent of the Parties
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Conditions Precedent to Purchase
 Initial Document Delivery
 (i)
    
    an Adoption Agreement, in substantially the form ofExhibit A
hereto, duly executed by the Seller and the Eligible Lender Trustee (if
applicable), in three counterparts;(ii)
    
    an officers certificate, in substantially the form of Exhibit
C hereto, including all attachments
thereto;(iii)
    
    an opinion of counsel to the Seller, in substantially the form of
Exhibit D hereto; and(iv)
    
    such other documents as the Department may request.
 Purchase Date Closing Conditions
 (i)
    
    Activities Prior to the Related Purchase Date. The Seller shall
have provided any assistance requested by the Department in determining that
all required documentation on the related Loans is present and correct.(ii)
    
    Servicing Released. Each Loan subject to a servicing agreement
shall have been released from such servicing agreement upon the sale to the
Department hereunder. The Seller shall be responsible for, and shall have
paid, any de-boarding, deconversion or related fees or expenses to the
related servicer. The Department shall obtain all rights to service such
Loan and may, in its sole discretion require deconversion of such Loan in
order to service the loan itself or through a third-party servicer of its
designation.(iii)
    
    Bill of Sale/Loan Schedule/Loan Documents. The Seller shall
deliver to the Department:
 (1)
    
    A Bill of Sale that has been duly authorized and executed by an
authorized officer of the Seller and the Eligible Lender Trustee (if
applicable), covering the applicable Loans offered by the Seller and
acknowledged and accepted by the Department as set forth thereon;(2)
    
    The Loan Schedule attached to the Bill of Sale identifying each
of the Eligible Loans proposed to be sold; and
 (3)
    
    The Loan Documents for each Loan listed on the Loan Schedule.
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(iv)
    
    Endorsement. At the direction of and in such form as the
Department may designate, the Seller also agrees to individually endorse any
Loan as the Department may request from time to time.(v)
    
    Eligible Lender Trustee Sales. The Eligible Lender Trustee (if
applicable) shall have delivered to the Department such additional documents
and information as the Department shall have requested to evidence that the
Eligible Lender Trustee is fully authorized to sell each related Loan on
behalf of the Seller.(vi)
    
    Security Release Certification. If any of the Loans has at
any time been subject to any security interest, pledge or hypothecation for
the benefit of any Person, the Seller shall deliver to the Department a
Security Release Certification, in the form ofExhibit E attached
hereto executed by such Person.(vii)
    
    Additional Documents. The Seller shall have delivered to the
Department such additional documents and information as the Department shall
have requested.(viii)
    
    Additional Notices of Loan Transfer. The Seller shall
deliver to the Borrower such notices of loan transfer as may be required by
the Higher Education Act and implementing regulations. The Seller agrees
that the Department may use the related Bill of Sale, together with the
related, attached Loan Schedule, as official notification to the Guarantor
of the assignment by the Seller and the Eligible Lender Trustee (if
applicable) on behalf of the Seller to the Department of the Loans listed on
such Loan Schedule.(ix)
    
    Independent Public Accountant Review. Upon the consummation of
the initial purchase of Loans hereunder, and on any subsequent dates
specified by the Department (but not more often than monthly), the Seller
shall deliver an agreed upon procedures letter by an independent public accountant with
respect to the Loans proposed to be sold on such Purchase Date, in form
acceptable to the Department.
 Power of Attorney
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Representations and Warranties of the Seller and the Eligible Lender
Trustee
 Representations as to the Seller and the Eligible Lender Trustee
 (i)
    
    Each of the Seller and the Eligible Lender Trustee (if applicable) (1)
is duly organized, validly existing and in good standing under the laws of
the State of its formation or of the United States, as applicable, (2) has
all licenses necessary to carry out its business as now being conducted or
is otherwise exempt under applicable law from such licensing or
qualification or is otherwise not required under applicable law to effect
such licensing or qualification and no demand for such licensing or
qualification has been made upon it by any such state, and (3) in any event
is in compliance with the laws of any such state to the extent necessary to
ensure the enforceability of each Loan. No licenses or approvals obtained
by it have been suspended or revoked by any court, administrative agency,
arbitrator or governmental body and no proceedings are pending which might
result in such suspension or revocation;(ii)
    
    The Seller or the Eligible Lender Trustee (if applicable) is an
eligible lender as such term is defined in Section 435(d) of the Higher
Education Act, has a lender identification number issued by the Department
with respect to the Loans, and has in effect a Guarantee Agreement with a
Guarantor with respect to each of the Loans;(iii)
    
    With respect to each state or jurisdiction therein in which the Seller
undertakes origination activities, Seller is in full compliance with such
states or jurisdictions (as applicable) laws, rules, regulations, orders,
settlement agreements and other standards and procedures, including those
promulgated by agencies or officers thereof, applicable to it and pertaining to the conduct of participants in
the student loan industry (including, without limitation, any applicable
code of conduct for participants in the student loan industry);(iv)
    
    The Seller has administered, operated and maintained its FFEL program
in such manner as to ensure that such program and the Loans will benefit, in
all material respects, from the FFELP, the Guarantee Agreements related
thereto and the federal program of reimbursement for FFELP loans pursuant
to the Higher Education Act;
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(v)
    
    The Seller has not, with respect to any Loan sold under any Bill of Sale executed
pursuant to this Master Loan Sale Agreement, agreed to release any Guarantor from any of
its contractual obligations as a guarantor of such Loan or agreed otherwise to alter,
amend or renegotiate any material term or condition under which such Loan is guaranteed,
except as required by law or rules and regulations issued pursuant to law, without the
express prior written consent of the Department;(vi)
    
    Each of the Seller and the Eligible Lender Trustee (if applicable) (1) has all
requisite power and authority to hold each Loan, to sell each Loan, and to execute,
deliver and perform, and to enter into and consummate, all transactions contemplated by
this Master Loan Sale Agreement, (2) has duly authorized the execution, delivery and
performance of this Master Loan Sale Agreement and (3) has duly executed and delivered
this Master Loan Sale Agreement. This Master Loan Sale Agreement, assuming due
authorization, execution and delivery by the other parties hereto, constitutes the
legal, valid and binding obligation of the Seller and the Eligible Lender Trustee (if
applicable), enforceable against each of them in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of rights of creditors generally,
and to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or law); provided, however, that if the Seller is
not an Eligible Lender, the power and authority to hold and sell each Loan described in
clause (1) shall refer, with respect to the Seller, to the beneficial interest of the
Seller, and with respect to the Eligible Lender Trustee, to its interest as the legal
title holder of the Loan;(vii)
    
    The execution and delivery of this Master Loan Sale Agreement by each of the
Seller and the Eligible Lender Trustee (if applicable) and the performance of and
compliance with the terms of this Master Loan Sale Agreement will not violate its
formation documents or constitute a default under or result in a breach or acceleration
of, any material contract, agreement or other instrument to which it is a party or which
may be applicable to it or its assets;(viii)
    
    Neither the Seller nor the Eligible Lender Trustee (if applicable) is in violation
of, and the execution and delivery of this Master Loan Sale Agreement by it and its
performance and compliance with the terms of this Master Loan Sale Agreement will not
constitute a violation with respect to, any order or decree of any court or any order or
regulation of any federal, state, municipal or governmental agency having jurisdiction
over it or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or its
operations or its assets or might have consequences that would materially and adversely
affect the performance of its obligations and duties hereunder;
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(ix)
    
    The Seller does not believe, nor does it have any reason or cause to believe, that
it cannot perform each and every covenant contained in this Master Loan Sale Agreement;(x)
    
    There are no actions or proceedings against, or investigations of, the Seller before
any court, administrative agency or other tribunal (A) that might prohibit its entering
into this Master Loan Sale Agreement, (B) that seeks to prevent the sale of the Loans or
the consummation of the transactions contemplated by this Master Loan Sale Agreement or
(C) that might prohibit or materially and adversely affect the performance by the Seller
of its obligations under, or the validity or enforceability of, this Master Loan Sale
Agreement;(xi)
    
    No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Seller or the
Eligible Lender Trustee (if applicable) of, or compliance by it with, this Master Loan
Sale Agreement or the consummation of the transactions contemplated by this Master Loan
Sale Agreement, except for such consents, approvals, authorizations or orders, if any,
that have been obtained prior to the related Purchase Date;(xii)
    
    The transfer of the Loans shall be treated as a sale on the books and records of
the Seller and the Eligible Lender Trustee (if applicable), and each of the Seller and
the Eligible Lender Trustee (if applicable) will treat the disposition of the Loans
pursuant to this Master Loan Sale Agreement for tax and accounting purposes as a sale.
Each of the Seller and the Eligible Lender Trustee (if applicable) shall maintain a
complete set of books and records for each Loan which shall be clearly marked to reflect
the ownership of each Loan by the Department;(xiii)
    
    The consideration received by the Seller upon the sale of the Loans constitutes
fair consideration and reasonably equivalent value for such Loans;(xiv)
    
    The Seller is solvent and will not be rendered insolvent by the consummation of the
transactions contemplated hereby. The Seller is not transferring any Loan with any intent
to hinder, delay or defraud any of its creditors; and(xv)
    
    The Seller has an internal quality control program that verifies, on a regular
basis, the existence and accuracy of its legal documents, credit documents and
underwriting decisions. The program shall include evaluating and monitoring the overall
quality of the Sellers loan production and the servicing of such loans. The program is
to ensure that the Loans are originated and serviced in accordance with applicable law; guard against dishonest, fraudulent, or negligent acts; and guard against
errors and omissions by officers, employees, or other authorized persons.
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Loan Level Representations
 (i)
    
    The Seller or the Eligible Lender Trustee (as applicable) has good
and marketable title to, and the Seller and Eligible Lender Trustee
together are the sole owners of, the Loans, free and clear of
any security interest or lien (other than an interest or lien
that will be released simultaneously with the purchase of the
Loan hereunder pursuant to a Security Release Certification),
charges, claims, offsets, defenses, counterclaims or encumbrances of any nature and no right of rescission, offsets,
defenses or counterclaims have been asserted or threatened with
respect to any Loan. The sale of each Loan constitutes the
absolute transfer of all right, title and interests of the
Seller and the Eligible Lender Trustee (if applicable) in such
Loan to the Department free and clear of any lien or adverse
claim;(ii)
    
    Each Loan is an Eligible Loan and the description of and
information regarding the Loans set forth in the Bill of Sale and the Loan
Schedule is true, complete and correct;(iii)
    
    The Seller or the Eligible Lender Trustee (as applicable) is
authorized to sell, assign, transfer and reacquire the Loans; and the sale,
assignment and transfer of such Loans is or, in the case of a
Loan reacquisition by the Seller or the Eligible Lender Trustee
(if applicable), will be made pursuant to and consistent with
the laws and regulations under which each of the Seller and the
Eligible Lender Trustee (if applicable) operates, and will not
violate any decree, judgment or order of any court or agency, or
conflict with or result in a breach of any of the terms,
conditions or provisions of any agreement or instrument to
which it is a party or by which the it or its property is
bound, or constitute a default (or an event which could
constitute a default with the passage of time or notice or both)
thereunder;(iv)
    
    Each Loan is in full force and effect in accordance with its
terms and is the legal, valid and binding obligations of the respective Borrower thereunder subject to no defenses;(v)
    
    No consents and approvals are required by the terms of any Loan
for the consummation of the sale of such Loans hereunder to the Department;(vi)
    
    Each Loan has been duly made and serviced in accordance with the provisions of the FFELP established under the Higher Education
Act, and has been duly guaranteed by a Guarantor; the
Guarantee Agreement is in full force and effect, and all
premiums due and payable to such Guarantor as of the related
Purchase Date shall have been paid in full;
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(vii)
    
    Each Loan provides or, when the payment schedule with respect
thereto is determined, will provide for payments on a periodic basis
that fully
amortize the Principal Balance thereof by its maturity, as such maturity may be modified in
accordance with any applicable deferral or forbearance periods granted in accordance with
applicable laws, including, those of the Higher Education Act or any applicable Guarantee
Agreement, as applicable;
 (viii)
    
    Any payments on a Loan received by the Seller that have been allocated to
the reduction of principal and interest on such Loan have been allocated on a simple interest
basis;(ix)
    
    Each Loan has been duly made and serviced in accordance with the
provisions of the related program under which such Loan was originated and all applicable federal,
state and local laws;(x)
    
    Due diligence and reasonable care have been exercised in the making,
administering, servicing and collecting on each Loan and, all disclosures of information required
to be made pursuant to the Higher Education Act prior to the Purchase Date have been made;(xi)
    
    Each Borrower is an eligible borrower under the terms of Section 428,
428B or 428H of the Higher Education Act, as applicable;(xii)
    
    All borrower origination and loan fees required by Section 438 of the
Higher Education Act have been paid to the Secretary or appropriately reserved by the Seller or
the Eligible Lender Trustee (if applicable) for payment to the Secretary;(xiii)
    
    Each Loan is denominated and payable only in Dollars in the United
States;(xiv)
    
    The transfer and assignment herein contemplated constitute a valid sale of
the Loans from the Seller or the Eligible Lender Trustee (if applicable) to the Department, and
the beneficial interest in and title to such Loans shall not be part of the Sellers or the
Eligible Lender Trustees (if applicable) estate in the event of its bankruptcy or the appointment
of a receiver with respect to it;(xv)
    
    Except for Loans executed electronically, there is only one originally
executed Promissory Note evidencing each Loan, and such original Promissory Note (or a true and
correct copy thereof) has been delivered to the Custodian as bailee for the Department. For Loans
that were executed electronically, the Seller of such Loan (or its designee) has possession of
the electronic records evidencing the Promissory Note, including all Loan Documents. The
Promissory Notes that constitute
or evidence the Loans do not have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Department or the Departments
designee;
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(xvi)
    
    To the extent any Loan is evidenced by an electronic Promissory Note or
an electronic record, or to the extent the signature of the obligor on any Promissory
Note is an electronic signature, the Sponsor has complied (and has caused any
originator or servicer of the Loan to comply) with all regulations and other
requirements provided by the applicable Guarantor or the Department relating to the
validity and enforceability of such Promissory Note;(xvii)
    
    Neither the Seller nor the Eligible Lender Trustee (if applicable) has pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the Loans
(other than an interest or lien that will be released simultaneously with the purchase of
the Loan hereunder pursuant to a Security Release Certification or, if applicable, any
lien in favor of the Department and its custodian under the Master Participation
Agreement). Neither the Seller nor the Eligible Lender Trustee (if applicable) has
authorized the filing of or is aware of any financing statements against it that include
a description of collateral covering the Loans hereunder or any other security interest
that has not been terminated, or that will not be terminated upon purchase by the
Department. Neither the Seller nor the Eligible Lender Trustee (if applicable) is aware
of any judgment or tax lien filings against it; and(xviii)
    
    No Borrower of a Loan as of the related Bill of Sale, is noted in the related Loan File
as being currently involved in a bankruptcy proceeding.
 Rescission of Purchase; Obligation to Reimburse and Indemnify
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Obligation to Remit Subsequent Payments and Forward Communications
   Continuing Obligation of the Seller
 Liability of the Seller; Indemnities
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Transfer of Servicing
 Merger or Consolidation of, or Assumption of the Obligations of, the
Seller
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Expenses
 Survival of Covenants
 Communication and Notice Requirements
   
  
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Form of Instruments
 Amendment; Waiver
 Audits
 Severability Clause
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Governing Law
 Exhibits
 General Interpretive Principles
       Reproduction of Documents
 Further Agreem
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Other Department Program
 Adoption
 Integration
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ADOPTION AGREEMENT
      Section 1.
    
    Seller shall mean:
National Education Loan Network, Inc.
Attention: Terry J. Heimes, CFO and Treasurer
121 South 13th Street, Suite 201
Lincoln, NE 68508
Lender ID No. 833669 (through Union Bank and Trust Company,
as Eligible Lender Trustee)
  Section 1A.
    
    Eligible Lender
Trustee shall mean:
Union Bank and Trust Company
6801 South 27th Street
P O Box 82535
Lincoln NE 68501-2535
Lender ID No. 833669




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Purchase and Sale of Loans
 Incorporation of Master Loan Sale Agreement
 Governing Law
 [Signature Page Follows]




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United Stated Department of EducationBy:
    /s/ James F. ManningName: James F. ManningTitle: Deputy COO Federal Student AidDate of Adoption Agreement:8/14/08
(to be inserted by the Department)

National Education Loan NetWork., Inc., as SellerBy:
    /s/ Terry J. HeimesName: Terry J. HeimesTitle: Chief Financial Officer and TreasurerUnion Bank and Trust Company, as Eligible Lender TrusteeBy:
    /s/ Jon GrossName: Jon GrossTitle: Senior Vice President