Exhibit 10.4
 Master Participation Agreement
 United States Department of Education
 July 25, 2008
 Participation Interests in Eligible Loans Made Pursuant to the  Federal Family Education Loan Program




---



##### 



TABLE OF CONTENTS
 PageSection 1. Terms
    
    
    2Section 2. Commitment to Lend Under the FFEL Program
    
    
    3Section 3. Definitions
    
    
    3Section 4. Delivery of Loans to Custodian; Purchase and Sale of Participation
Interests
    
    
    15Section 5. Participation Certificates; Loan Schedule and Custodial Certifications
    
    
    17Section 6. Security Interest
    
    
    19Section 7. Subsequent Disbursements
    
    
    19Section 8. Reporting; Due Diligence
    
    
    20Section 9. Conditions Precedent
    
    
    22Section 10. Representations and Warranties of the Sponsor, the Eligible Lender
Trustee and
Custodian
    
    
    24Section 11. Collections; Distributions
    
    
    32Section 12. Servicing of Eligible Loans
    
    
    33Section 13. Enforcement of the Servicing Agreements
    
    
    34Section 14. Liability of the Sponsor and the Custodian; Indemnities
    
    
    35Section 15. Redemption; Put Option; Termination
    
    
    36Section 16. Sponsor Events of Default; Remedies
    
    
    38Section 17. Custodian Events of Default; Removal of Custodian
    
    
    38Section 18. Delegation of Duties by the Custodian
    
    
    39Section 19. Custodian Not to Resign
    
    
    39Section 20. Merger of the Custodian
    
    
    40Section 21. No Transfer of Participation Certificates or Participation Interests
    
    
    40Section 22. Fees and Expenses
    
    
    40Section 23. Tax Matters
    
    
    40Section 24. Set-off
    
    
    42Section 25. Survival of Covenants
    
    
    42Section 26. Communication and Notice Requirements
    
    
    42Section 27. Form of Instruments
    
    
    43Section 28. Amendment; Waiver
    
    
    43Section 29. Severability Clause
    
    
    43
  - i -




---



##### 



PageSection 30. Governing Law
    
    
    43Section 31. Exhibits
    
    
    43Section 32. General Interpretive Principles
    
    
    44Section 33. Reproduction of Documents
    
    
    44Section 34. Further Agreements
    
    
    44Section 35. Other Department Program
    
    
    44Section 36. Adoption
    
    
    45Section 37. Integration
    
    
    45
 EXHIBITS
 Exhibit A
    
    FORM OF ADOPTION AGREEMENTExhibit B
    
    FORM OF PARTICIPATION PURCHASE REQUESTExhibit C
    
    FORM OF CLASS A PARTICIPATION CERTIFICATEExhibit D
    
    FORM OF CLASS B PARTICIPATION CERTIFICATEExhibit E
    
    FORM OF OFFICERS CERTIFICATEExhibit F
    
    FORM OF OPINION OF COUNSEL TO THE SPONSORExhibit G
    
    FORM OF SECURITY RELEASE CERTIFICATIONExhibit H
    
    FORM OF NOTICE OF INTENT TO PARTICIPATE
  - ii -




---



##### 



MASTER PARTICIPATION AGREEMENT
 Master
Participation Agreement Department Sponsor Exhibit A Adoption Agreement Custodian
 Higher
Education Act




---



##### 



Terms Exhibit B
    - 2 -




---



##### 



Commitment to Lend Under the FFEL Program By its execution of an
Adoption Agreement, and upon each sale hereunder, the Sponsor represents to the
Department:
   Definitions
 Adoption Agreement Exhibit A
  - 3 -




---



##### 



Adverse Event
 (i)
    
    a decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or liquidator or other similar
official in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against
such Person and such decree or order shall have remained in force,
undischarged or unstayed for a period of sixty (60) days; or(ii)
    
    such Person shall consent to the appointment of a conservator or receiver
or liquidator or other similar official in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to such Person or relating to all or substantially all of such
Persons property; or(iii)
    
    such Person shall admit in writing its inability to pay its debts as they
become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.
 Agreement
 Borrower
 Business Day
 Capital Account
 Class A Participation Certificate
 Class A Participation Interest
 Class B Participation Certificate
 Class B Participation Interest
 Code
 Collatera
 Collection Account
  - 4 -




---



##### 



Collections
 Commercial Paper Rate
 Custodian
 Custodian Event of Default
 (i)
    
    if for any reason the Custodian is no longer an Eligible Lender; or(ii)
    
    any failure by the Custodian to remit to the Department or the Sponsor,
as
applicable, any Collections pursuant to Section 11 hereof; or(iii)
    
    any failure by the Custodian to duly observe or perform, in any material
respect, any other covenants, obligations or agreements of the Custodian
as set forth in the Agreement, which failure continues unremedied for a
period of thirty (30) days after the earlier of the date on which (x) the
Custodian shall have actual knowledge of such failure, or (y) written
notice of such failure, requiring the same to be remedied, shall have been
given to the Custodian by the Sponsor or the Department; or(iv)
    
    an Adverse Event with respect to the Custodian shall have occurred and be
continuing beyond the expiration of any applicable grace period; or(v)
    
    the Custodian attempts to sell or otherwise dispose of all or
substantially
all of its property or assets, or to assign any of its obligations
hereunder or all or any portion of the Eligible Loans subject to a
Participation Interest hereunder.
 Department
 Eligible Borrower Benefits
 Eligible Lender
  - 5 -




---



##### 



Eligible Lender Trustee
 Eligible Loan
 (i)
    
    the Loan was made for a loan period that includes, or begins on or after,
July 1, 2008 and on which the first disbursement is made on or after May
1, 2008 but no later than July 1, 2009 and, if not fully disbursed on the
Purchase Date, is scheduled to be fully disbursed no later than September
30, 2009;(ii)
    
    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;(iii)
    
    at least one disbursement has been made on the Loan;(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 Sponsor 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;
  - 6 -




---



##### 



(ix)
    
    immediately prior to the transfer of title to the Custodian, the Sponsor,
together with the Eligible Lender Trustee (if applicable), had good and
marketable title to, and was the sole owner of, the Loan, free and clear of
all security interests, liens, charges, claims, offsets, defenses,
counterclaims or encumbrances of any nature (other than an interest or
lien that will be released simultaneously with the purchase of the related
Class A Participation Interest pursuant to a Security Release
Certification) and no right of rescission, offsets, defenses or
counterclaims have been asserted or threatened with respect to the Loan;
 (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 has no borrower benefits or other incentive programs other than
Eligible Borrower Benefits;
 (xiii)
    
    if the Loan is subject to a servicing agreement, such servicing
agreement
is an Eligible Servicing Agreement and is terminable upon thirty
(30) days notice without any liability on the part of the Department;
 (xiv)
    
    the sale or assignment of the Loan to the Custodian does not conflict
with
law or require notice to or consent, 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;
 (xv)
    
    if the Loan is made under Section 428 (Subsidized Stafford Loans) or
Section 428H (Unsubsidized Stafford Loans) of the Higher Education Act,
Participation Interests in such Loan shall have been sold to the
Department together with Participation Interests in 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 Sponsor; and
 (xvi)
    
    the Loan is eligible to be sold to the Department under the Put Option,
or,
if not fully disbursed on the applicable Purchase Date, is scheduled to
be fully disbursed by September 30, 2009 and upon such final
disbursement eligible to be sold to the Department under the Put Option.
  - 7 -




---



##### 



(i)
    
    loans which do not comply with the representations and warranties set
forth in Section 10(b) of this Master Participation Agreement;
 (ii)
    
    FFELP consolidation loans or any other types of loans not specifically
described in this Master Participation Agreement;
 (iii)
    
    loans disbursed for academic years other than the 2008-2009 academic
year;
 (iv)
    
    loans that will not have at least one disbursement as of July 1,
2009;
 (v)
    
    loans in which the Department has previously purchased a Participation
Interest, whether or not that interest has been redeemed;
 (vi)
    
    loans on which the lender has committed to providing the Borrower with
any borrower benefits other than Eligible Borrower Benefits;
 (vii)
    
    loans on which a default claim or other claim for payment on the loan
has
been filed with the related Guarantor; and
 (viii)
    
    loans made by a guarantor or other lender as a Lender of Last Resort,
pursuant to HEA Section 428(j), 20 U.S.C. Section 1078(j), whether made
with Federal advances or other funds.
 Eligible Servicing Agreement
 Equal Credit Opportunity Act et seq
 Exception Report
 FFELP
 Guarantee Agreement
 Guarantor
 Higher Education Act
 Interest Subsidy Payments
  - 8 -




---



##### 



Loan
 Loan Documents
 (i)
    
    a copy of the loan application if a separate application was provided to
the
Sponsor;(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;
 (x)
    
    a collection history showing the date and subject of each communication
between the Sponsor and the Borrower or endorser relating to collection of
a delinquent Loan, each communication other than regular reports by the
Sponsor showing that an account is current, between the Sponsor 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 Sponsor 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
Sponsor; 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.
  - 9 -




---



##### 



Loan Schedule
 Loan Schedule and Custodial Certification
 Master Loan Sale Agreement
 Master Participation Agreement
 Notice of Intent to Participate Exhibit H
 Participants Yield
 Participation Interest
  - 10 -




---



##### 



Participation Purchase Request Exhibit
B
 Partner
 Partnership
 Permitted Investments
 Person
 PLUS Loan
 Principal Balance
 Promissory Note
 Purchase Date
 Purchase P
 Purchased Eligible Loan
 Put Option
  - 11 -




---



##### 



Redemption Payment
 Regulation B Code of Federal Regulations
 Reporting Date
 Responsible Officer
 Secretary
 Security Release Certification Exhibit G
 Servicer
 Servicer Event of Default
 (i)
    
    any failure by the Servicer to remit to the Custodian any Collections
within two (2) Business Days following receipt, or any failure by the
Servicer to pay any other amounts required to be paid by the Servicer
hereunder or under any related Eligible Servicing Agreement, which
failure continues unremedied for a period of one (1) Business Day
following the Servicer becoming aware of such failure; or
 (ii)
    
    any failure by the Servicer to duly observe or perform, in any material
respect, any other covenants, obligations or agreements of the Servicer as set forth in this
Master Participation Agreement or in any Eligible Servicing Agreement, which failure continues
unremedied for a period of thirty (30) days after the date on which notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the Sponsor, the
Custodian or the Department; or
  - 12 -




---



##### 



(iii)
    
    a decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or
liquidator or other similar official in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or
for the winding-up or liquidation of its affairs, shall have been entered
against the Servicer and such decree or order shall have remained in
force, undischarged or unstayed for a period of sixty (60) days; or
 (iv)
    
    the Servicer shall consent to the appointment of a conservator or
receiver
or liquidator or other similar official in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Servicer or relating to all or substantially all of the
Servicers property; or
 (v)
    
    the Servicer shall admit in writing its inability to pay its debts as they
become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
 (vi)
    
    any representation or warranty made by the Servicer under any Eligible
Servicing Agreement shall prove to be untrue or incomplete in any
material respect, which failure shall continue unremedied for a period of
thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer
by the Sponsor, the Custodian or the Department; or
 (vii)
    
    the Servicer attempts to sell or otherwise dispose of all or
substantially all
of its property or assets, or to assign its servicing responsibilities
with respect to any Eligible Loans or any portion thereof, except with
the consent of the Sponsor; or
 (viii)
    
    the Servicer fails to maintain its license to do business or service the
Eligible Loans, or for any reason the Servicer is not qualified or
eligible to service Eligible Loans.
 Special Allowance Payments
 Sponsor
 Sponsor Event of Default
 (i)
    
    if for any reason the Sponsor or the Eligible Lender Trustee (if
applicable)
is no longer an Eligible Lender; or
 (ii)
    
    any failure by the Sponsor to remit or cause to be remitted to the
Custodian any Collections with respect to Purchased Eligible Loans within
two (2) Business Days following receipt, or any failure by the Sponsor to
pay when due any other amounts required to be paid by the Sponsor under
this Agreement; or
  - 13 -




---



##### 



(iii)
    
    any failure by the Sponsor to duly observe or perform, in any material
respect, any other covenant, obligation or agreement of the Sponsor as set
forth in this Master Participation Agreement or in any Eligible Servicing
Agreement, which failure continues unremedied for a period of thirty (30)
days after the earlier of the date on which (x) the Sponsor shall have
actual knowledge of such failure, or (y) written notice of such failure,
requiring the same to be remedied, shall have been given to the Sponsor
by the Department; or
 (iv)
    
    an Adverse Event with respect to the Sponsor shall have occurred and be
continuing beyond the expiration of any applicable grace period; or
 (v)
    
    any representation or warranty made by the Sponsor pursuant to
Section 10(a) hereof shall prove to be untrue or incomplete in any
material respect, which failure shall continue unremedied for a period of
thirty (30) days after the earlier of the date on which (x) the Sponsor
shall have actual knowledge of such failure, or (y) written notice of
such failure, requiring the same to be remedied, shall have been given to
the Sponsor by the Department; or
 (vi)
    
    the Sponsor attempts to sell or otherwise dispose of all or substantially
all
of its property or assets.
 Spread
 Stafford Loan
 Subsidized Stafford Loan
 Tax Liability
 Termination Date
 Treasury Regulations
  - 14 -




---



##### 



Unsubsidized Stafford Loan
 Delivery of Loans to Custodian; Purchase and Sale of Participation
Interests
    - 15 -




---



##### 



Purchase Price
      - 16 -




---



##### 



Participation Certificates; Loan Schedule and Custodial
Certifications
  Exhibit C Class A Participation
Certificate Exhibit D Class B Participation
Certificate
  Exception Report
  - 17 -




---



##### 



- 18 -




---



##### 



Security Interest
 Collateral
     Subsequent Disbursements Subsequent Disbursement
  - 19 -




---



##### 



Reporting; Due Diligence
 Reporting Date
 (1)
    
    on the date of execution of the Adoption Agreement and on each
Reporting Date, a twelve (12) month rolling forecast, estimating the
number of Loans and the Principal Balance thereof that the Sponsor
reasonably believes, in good faith, that it will cause to become subject
to Participation Interests and sold to the Department hereunder, and the
number and Principal Balance of Purchased Eligible Loans that the Sponsor
expects to redeem in each of the months following the date of such
projection through September 2009;
 (2)
    
    a listing of all principal and interest payments received on each
Purchased
Eligible Loan subject to a Participation Interest during the previous
calendar month and the current amount of principal and interest due and
owing on such Purchased Eligible Loans;
 (3)
    
    information on Loans by schools, delinquencies, and other features as may
be requested by the Department from the Sponsor or the Custodian;
 (4)
    
    with respect to each Servicer, any audit reports or other annual
compliance/operational audits performed on such Servicer relating to the
servicing of FFELP loans;
 (5)
    
    within 60 days following the consummation of the initial Participation
Purchase Request hereunder and on any subsequent dates specified by the
Department, the Sponsor shall and shall cause each Servicer to provide to
the Department a statement of compliance with respect to this Agreement
and any related documents, Eligible Servicing Agreements and applicable
law, together with an agreed upon procedures letter delivered by an
independent public accountant with respect to this Agreement, all in forms
acceptable to the Department; and
 (6)
    
    such other information as requested by the Department shall be delivered
to the Department, which may include Redemption Payment calculations as defined in clause (y) of
the definition of Redemption Payment, the calculation of other amounts due and owing to the
Department or Sponsor upon exercise of the Put Option with respect to Purchased Eligible loans,
and audited annual financial statements or unaudited quarterly financial statements of the Sponsor
and any Servicer or their respective consolidated groups.
  - 20 -




---



##### 



(1)
    
    a monthly settlement date report with respect to each Loan subject to a
Class A Participation Interest, which shall include all loan activity for
the prior calendar month including loan disbursements, and an
aggregation of the Participants Yield and principal paid to the
Department with respect to each Class A Participation Interest (a
Settlement Date Report); and
 (2)
    
    prior to the later of (x) 90 days after the Termination Date, or (y) the
date
on which the Department publishes audit guidance, an audit of the
Custodians activities under that Participation Interest conducted by an
independent auditor selected by the Sponsor (which may be the same
auditor that is performing audits on behalf of the Sponsor or the
Servicer).
     - 21 -




---



##### 



Conditions Preceden
  (i)
    
    the Adoption Agreement, duly executed by the Sponsor, the Eligible
Lender Trustee (if applicable) and the Custodian in four
counterparts;
 (ii)
    
    a duly executed officers certificate of the Sponsor, in substantially the
form of Exhibit E hereto, together with all required attachments
thereto;
 (iii)
    
    an opinion of counsel to the Sponsor, in substantially the form of
Exhibit F
hereto;
 (iv)
    
    certified copies of all agreements of the Sponsor, if any, with other
Eligible Lenders or holders of beneficial interests in FFELP loans, to
aggregate, transfer or cause the transfer of legal title to, and sell
participation interests in Eligible Loans under the Agreement;
 (v)
    
    tax lien, Uniform Commercial Code lien and judgment search reports with
respect to the Sponsor and the Eligible Lender Trustee (if applicable) in
all relevant jurisdictions;(vi)
    
    certified copies of all related Eligible Servicing Agreements;
 (vii)
    
    the Class A Participation Certificate representing the Class A
Participation
Interests purchased on such Purchase Date, which shall have attached
thereto a Loan Schedule and Custodial Certification, certified by the
Custodian as an accurate listing of all of the Eligible Loans as to which
the
Custodian (i) holds legal title and (ii) has physical possession (either
directly or through its delegee) of all related Loan Documents in trust
for the benefit of the holders of the Participation Interests; and(viii)
    
    such other documents as the Department may request.
  (i)
    
    Activities Prior to the Related Purchase Date. The Sponsor shall
have
provided any assistance requested by the Department in determining that all required documentation
on the related Eligible Loans is present and correct.
  - 22 -




---



##### 



(ii)
    
    Participation Purchase Request/Loan Schedule. The Sponsor shall deliver
to the Department:
 (1)
    
    A Participation Purchase Request that has been duly authorized
and executed by an authorized officer of each of the Sponsor, the Eligible
Lender Trustee (if applicable) and the Custodian; and(2)
    
    The Loan Schedule, attached to the Participation Purchase
Request, identifying each of the Eligible Loans proposed to become subject to
Participation Interests.
 (iii)
    
    Loan Documents. The Sponsor shall deliver to the Custodian or its
designee all Loan Documents related to each of the Eligible Loans proposed to become
subject to Participation Interests.(iv)
    
    Loan Schedule and Custodial Certification. The Custodian shall have
delivered to the Department an updated Loan Schedule and Custodial Certification
reflecting each of the Eligible Loans proposed to become subject to Participation
Interests and all other Eligible Loans then subject to Participation Interests
hereunder, which shall replace the previous Loan Schedule and Custodial
Certification.(v)
    
    Exception Report. To the extent applicable, the Custodian shall have
delivered to the Department (with a copy to the Sponsor) an Exception Report with
respect to the Eligible Loans proposed to become subject to Participation Interests;
provided that the Department shall not be obligated to purchase a Participation
Interest in any Eligible Loan as to which a discrepancy shall be listed on such
Exception Report unless in its sole discretion, the Department has either waived such
discrepancy or given the Sponsor the opportunity to cure such discrepancy and the
Sponsor shall have cured the same to the satisfaction of the Department.(vi)
    
    Eligible Lender Trustee. 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 transfer title to each Eligible
Loan to the Custodian on behalf of the Sponsor.(vii)
    
    Security Release Certification. If any of the Eligible Loans are subject
to
any security interest, pledge or hypothecation for the benefit of any Person, the
Sponsor shall deliver to the Department a fully executed Security Release
Certification with respect to such Eligible Loans.(viii)
    
    List of Lockboxes. The Sponsor shall have delivered to the Department a
list of lockboxes and copies of lockbox servicing instructions, to the extent not already
provided.
  - 23 -




---



##### 



(ix)
    
    Additional Documents. The Sponsor shall have delivered to the
Department such additional documents and information as the Department
shall have requested, including any documents set forth under Section
9(a) not previously delivered to the Department.
 Representations and Warranties of the Sponsor, the Eligible Lender Trustee and Custodian
 Representations as to the Sponsor and the Eligible Lender Trustee
 (i)
    
    Each of the Sponsor 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 the it by any such state, and (3) 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 Sponsor 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, it has a lender identification number issued by the Department with
respect to the Loans;
 (iii)
    
    The Sponsor or the Eligible Lender Trustee (if applicable) has in effect
a
Guarantee Agreement with a Guarantor with respect to each of the Loans;
 (iv)
    
    The Sponsor intends to sell to the Department during the term of this
Agreement Class A Participation Interests in Eligible Loans, that it
estimates, in good faith, will have an aggregate Principal Balance of not
less than $50,000,000;
 (v)
    
    With respect to each state or jurisdiction therein in which the Sponsor
undertakes origination activities, Sponsor 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);
  - 24 -




---



##### 



(vi)
    
    The Sponsor has administered, operated and maintained its student loan
program in such a 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;(vii)
    
    Neither the Sponsor nor the Eligible Lender Trustee (if applicable) has,
with respect to any Purchased Eligible Loan, 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;
 (viii)
    
    Each of the Sponsor and the Eligible Lender Trustee (if applicable) (1)
has, or, for Loans already transferred to the Custodian, had at the time of such
transfer, all requisite power and authority to hold each Loan, to transfer each Loan,
and to execute, deliver and perform, and to enter into and consummate, all
transactions contemplated by this Agreement, (2) has duly authorized the execution,
delivery and performance of this Agreement, and (3) has duly executed and delivered
this Agreement. This
Agreement, assuming due authorization, execution and delivery by the
Department, constitutes a legal, valid and binding obligation of each of the
Sponsor 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 Sponsor 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 Sponsor, to the beneficial interest of the Sponsor, and with respect
to the Eligible Lender Trustee, to its interest as the legal title holder of the
Loan;(ix)
    
    The execution and delivery of this Agreement by each of the Sponsor and
the Eligible Lender Trustee (if applicable) and the performance of and compliance
with the terms of this 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;
  - 25 -




---



##### 



(x)
    
    Neither the Sponsor nor the Eligible Lender Trustee (if applicable) is in
violation of, and the execution and delivery of this Agreement by it and its
performance and compliance with the terms of this 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;(xi)
    
    The Sponsor does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant contained in this
Agreement;(xii)
    
    There are no actions or proceedings against, or investigations of, the
Sponsor or the Eligible Lender Trustee (if applicable) before any court,
administrative agency or other tribunal (A) that might prohibit its entering into
this Agreement, (B) that seeks to prevent the transfer of the Loans to the Custodian
or the creation and sale of the Participation Interests or the consummation of the
transactions contemplated by this Agreement, or (C) that might prohibit or
materially and adversely affect the performance of its obligations under, or the
validity or enforceability of, this Agreement;(xiii)
    
    No consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the Sponsor
or the Eligible Lender Trustee (if applicable) of, or compliance by it with, this
Agreement or the consummation of the transactions contemplated by this Agreement,
except for such consents, approvals, authorizations or orders, if any, that have been
obtained prior to the related Purchase Date;(xiv)
    
    The consideration received by the Sponsor upon the sale of the
Participation Interests constitutes fair consideration and reasonably equivalent
value for such Participation Interests;(xv)
    
    The Sponsor is solvent and will not be rendered insolvent by the
consummation of the transactions contemplated hereby. The Sponsor is not
transferring any Participation Interests with any intent to hinder, delay or defraud
any of its creditors;(xvi)
    
    The Sponsor 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 Sponsors loan production and the servicing of such loans. The program shall ensure that
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;
and
  - 26 -




---



##### 



(xvii)
    
    If the Sponsor is acting as an aggregator on behalf of any other
entity, it
has received a certification from such entity (which it will provide to
the Department upon request) that such entity has agreed to continue to
participate in the FFEL program and that at such time as funds become
reasonably available to it from private sources, it will originate new
FFELP loans after the Departments purchases of Participation Interests
from the Sponsor hereunder.
 Loan Level Representations
 (i)
    
    At the time of transfer of title to the Custodian, the Sponsor or the
Eligible
Lender Trustee (as applicable) has good and marketable title to, and the
Sponsor 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 related Class A Participation Interest 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 the Loans;
 (ii)
    
    Each Loan is an Eligible Loan and the description of and information
regarding the Loans set forth in the Participation Purchase Request and
the Loan Schedule is true, complete and correct;
 (iii)
    
    The Sponsor or the Eligible Lender Trustee (if applicable) is authorized
to
transfer the Loans to the Custodian, to cause the Participation Interests
to be issued and to sell the Participation Interests to the Department;
and the transfer of the Loans to the Custodian and issuance and sale of
the Participation Interests will be made pursuant to and consistent with
the laws and regulations under which the Sponsor or 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 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)
    
    The Loans are each in full force and effect in accordance with their
terms
and are legal, valid and binding obligations of the respective Borrowers thereunder subject to no
defenses;
  - 27 -




---



##### 



(v)
    
    No consents and approvals are required by the terms of the Loans
for the consummation of the sale of the Participation Interests 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 is freely transferable to the Custodian as trustee for the benefit of
the Department as an incident to the purchase of each Participation Interest; and
all premiums due and payable to such Guarantor as of the related Purchase Date
shall have been paid in full;
 (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 the Loans received by the Sponsor that have been allocated to
the reduction of principal and interest on such Loans have been allocated on a
simple interest basis;
 (ix)
    
    Due diligence and reasonable care have been exercised in the
making, administering, servicing and collecting on the Loans and, with respect to
any Loan for which repayment terms have been established, all disclosures of
information required to be made pursuant to the Higher Education Act have been
made;
 (x)
    
    Each Borrower is an eligible borrower under the terms of Section
428, 428B or 428H of the Higher Education Act, as applicable;
 (xi)
    
    All Borrower origination fees and loan fees required pursuant to
Section 438 of the Higher Education Act have been paid to the Secretary or
appropriately reserved by the Sponsor or the Eligible Lender Trustee (if
applicable) for payment to the Secretary;
 (xii)
    
    Each Loan is denominated and payable only in Dollars in the United
States;
 (xiii)
    
    Sponsor has delivered or caused to be delivered to the Custodian as the legal
owner of the Loan and trustee for the Department or to the designee of the
Custodian, each of the Loan Documents with respect to such
Loan;
 (xiv)
    
    The transfer and assignment herein contemplated constitute a valid sale of the
Participation Interests from the Sponsor to the Department, and the beneficial interest
in and title to such Participation Interests shall not be part of the Sponsors estate
in the event of the bankruptcy of the Sponsor or the appointment of a receiver with
respect to the Sponsor;
  - 28 -




---



##### 



(xv)
    
    Except for Loans executed electronically, there is only one original executed
copy of the Promissory Note evidencing each Loan. For Loans that were executed
electronically, the Sponsor 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;
 (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 Sponsor 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 the conveyance to the Custodian as trustee for the benefit of the Department
(other than (x) the transfer of legal title to the Eligible Lender Trustee (if
applicable), or (y) a security interest or lien that will be released simultaneously
with the purchase of the related Class A Participation Interest pursuant to a Security
Release Certification). Neither the Sponsor nor the Eligible Lender Trustee (if
applicable) has authorized the filing of or is aware of any financing statements against
either party that includes a description of collateral covering the Purchased Eligible
Loans hereunder or any other security interest that has not been terminated, or that
will not be terminated upon purchase of the related Class A Participation Interest by
the Department. Neither the Sponsor nor the Eligible Lender Trustee (if applicable) is
aware of any judgment or tax lien filings against it;
 (xviii)
    
    No Borrower of a Loan is noted in the related loan file as being currently involved in a
bankruptcy proceeding;
 (xix)
    
    Each grant of the Purchased Eligible Loans by the Sponsor pursuant to this Master
Participation Agreement is not subject to the bulk transfer act or any similar statutory
provisions in effect in any applicable jurisdiction; and
 (xx)
    
    Each grant of the Purchased Eligible Loans (including all payments due or to become due
thereunder) by the Sponsor pursuant to this Master Participation Agreement is not subject
to and will not result in any tax, fee or governmental charge payable by the Sponsor to any
federal, state or local government.
  - 29 -




---



##### 



Representations and Warranties of the Custodian
 (i)
    
    The Custodian is duly organized, validly existing and in good standing under the
laws of the State of its formation. The Custodian 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 the Custodian by any such state. No licenses or approvals obtained
by the Custodian 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 Custodian is an eligible lender as such term is defined in Section
435(d)(1)(A) of the Higher Education Act, and is a National or State-chartered bank;
 (iii)
    
    The Custodian has a long-term senior unsecured debt rating of not less than
investment grade by at least one of Standard & Poors, a division of The McGraw-Hill
Companies, Inc., Moodys Investors Service, Inc. or Fitch Ratings, or any of their
successors in interest;
 (iv)
    
    The Custodian has a combined capital and surplus of at least $50,000,000, as set
forth in its most recent published annual report of condition;
 (v)
    
    The Custodian has demonstrated, to the satisfaction of the Department, that it
has the administrative capability and operating systems adequate to discharge faithfully
the functions of the Custodian under this Agreement, and has allocated sufficient staff
(including Responsible Officers of the corporation) to carry out such duties;
 (vi)
    
    The Custodian is not affiliated with the Sponsor or the Eligible Lender Trustee;
 (vii)
    
    The Custodian is not aware of any liens in existence with respect to any
Purchased Eligible Loan held by the Custodian, other than the lien of the Department and
any interest or lien that will be released simultaneously with the purchase of the
related Class A Participation Interest pursuant to a Security Release Certification;
  - 30 -




---



##### 



(viii)
    
    The Custodian has all requisite power and authority to hold each Loan as trustee, and
to execute, deliver and perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Custodian has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and delivered the Adoption
Agreement, and this Agreement, assuming due authorization, execution and delivery by
each of the Sponsor and the Department, constitutes a legal, valid and binding
obligation of the Custodian, enforceable against it 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);
 (ix)
    
    The execution and delivery of the Adoption Agreement by the Custodian and the
performance of and compliance with the terms of this Agreement will not violate the
Custodians formation documents or constitute a default under or result in a breach or
acceleration of, any material contract, agreement or other instrument to which the
Custodian is a party or which may be applicable to the Custodian or its assets;
 (x)
    
    The Custodian is not in violation of, and the execution and delivery of this
Agreement by the Custodian and its performance and compliance with the terms of this
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 the Custodian or its assets, which violation might have
consequences that would materially and adversely affect the condition (financial or
otherwise) or the operation of the Custodian or its assets or might have consequences
that would materially and adversely affect the performance of its obligations and duties
hereunder;
 (xi)
    
    The Custodian does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this Agreement;
 (xii)
    
    There are no actions or proceedings against, or investigations of, the Custodian
before any court, administrative agency or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the transfer of the Loans to the
Custodian or the creation and sale of the Participation Interests or the consummation of
the transactions contemplated by this Agreement or (C) that might prohibit or materially
and adversely affect the performance by the Custodian of its obligations under, or the
validity or enforceability of, this Agreement; and
 (xiii)
    
    No consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the
Custodian of, or compliance by the Custodian with, this Agreement or the consummation of
the transactions contemplated by this Agreement, except for such consents, approvals,
authorizations or orders, if any, that have been obtained.
  - 31 -




---



##### 



Collections; Distributions
   first ,
 second
 third
   first
 second
 third
  - 32 -




---



##### 



Servicing of Eligible Loans
    (i)
    
    contains customary terms and conditions that reflect a negotiated, arms-length
transaction;
 (ii)
    
    provides for not more than a fair market servicing fee;
 (iii)
    
    includes usual and customary representations, warranties, covenants and events
of default;
 (iv)
    
    acknowledges or has been amended to acknowledge that the Department is an
intended third-party beneficiary of such agreement entitling the Department to instruct
the Servicer and exercise remedies with respect to the applicable Eligible Loans upon
the occurrence of a Servicer Event of Default;
 (v)
    
    provides that the Servicer will deposit all Collections into the Collection
Account not later than two (2) Business Days after receipt;
 (vi)
    
    provides that upon notice of the exercise of the Put Option or other acquisition
of an Eligible Loan by the Department, such agreement may be terminable by the
Department, in its sole discretion, upon thirty (30) days notice and the Eligible Loans
deconverted and transferred to a designee of the Department without the payment by the
Department of any de-boarding, deconversion or related costs, penalties or fees to the
related Servicer and that the servicing shall be transferred as instructed by the
Department; and
 (vii)
    
    provides that the Servicer shall deliver to the Custodian all documents and
information necessary to enable the Custodian to oversee the Servicer as provided
herein.
  - 33 -




---



##### 



Enforcement of the Servicing Agreements
        - 34 -




---



##### 



Liability of the Sponsor and the Custodian; Indemnities
  (i)
    
    The Sponsor shall indemnify, defend and hold harmless the Department and its
officers, directors, employees and agents in their individual capacity from and against
any taxes that may at any time be asserted against any such person with respect to the
transactions contemplated herein and in the other documents related hereto, including
any sales, gross receipts, general corporation, tangible and intangible personal
property, privilege or license taxes and costs and expenses in defending against the
same.
 (ii)
    
    The Sponsor shall indemnify, defend and hold harmless the Department and its
officers, directors, employees and agents in their individual capacity, from and against
any and all liability for any and all costs, expenses (including, without limitation,
costs and expenses of litigation and of investigation counsel fees, damages, judgments
and amounts paid in settlement), losses, claims, damages and liabilities that may be
imposed on, incurred by, or asserted against the Department in any way relating to or
arising out of this Agreement or, the Sponsors, the Eligible Lender Trustees (if
applicable), or the Servicers willful misfeasance, bad faith or negligence in the
performance of its respective duties under this Agreement or the Servicing Agreement, as
applicable, or by reason of a breach by the Sponsor, the Eligible Lender Trustee or the
Servicer of any of their respective representations, warranties, covenants or other
obligations or duties under this Agreement or the Servicing Agreement, as applicable.
 (iii)
    
    The Sponsor shall reimburse, indemnify, defend and hold harmless the Custodian
and its directors, officers, agents and employees in their individual capacity from and
against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, or out-of-pocket expenses of any kind or nature whatsoever,
including reasonable attorneys fees, that may be imposed on, incurred by, or asserted
against it or them in any way relating to or arising out of this Agreement or the
Custodians ownership of legal title to the Purchased Eligible Loans.
  - 35 -




---



##### 



Redemption; Put Option; Termination
    - 36 -




---



##### 



- 37 -




---



##### 



Sponsor Events of Default; Remedies
    Custodian Events of Default; Removal of Custodian
   - 38 -




---



##### 



Delegation of Duties by the Custodian
 Custodian Not to Resign
  - 39 -




---



##### 



Merger of the Custodian
 No Transfer of Participation Certificates or Participation Interests
 Fees and Expenses
    Tax Matters
 Partnership
  - 40 -




---



##### 



Partner Partners
 Capital
Account
 Tax Liability
  - 41 -




---



##### 



Set-off set-off
 Survival of Covenants
 Communication and Notice Requirements
   
  
      - 42 -




---



##### 



Form of Instruments
 Amendment; Waiver
 Severability Clause
 Governing Law
 Exhibits
  - 43 -




---



##### 



General Interpretive Principles
 (1)
    
    the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any gender
herein shall be deemed to include the other gender;(2)
    
    accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with generally accepted accounting principles;(3)
    
    references herein to Articles, Sections, Subsections, Paragraphs, and
other Subdivisions without reference to a document are to designated Articles, Sections,
Subsections, Paragraphs and other subdivisions of this Agreement;(4)
    
    reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference appears, and
this rule shall also apply to Paragraphs and other subdivisions;(5)
    
    the words herein, hereof, hereunder and other words of similar import refer
to this Agreement as a whole and not to any particular provision;(6)
    
    the word day or days shall mean calendar day(s) unless expressly stated
otherwise; and(7)
    
    the term include or including shall mean without limitation by reason of
enumeration.
 Reproduction of Documents
 Further Agreements
 Other Department Program .
  - 44 -




---



##### 



Adoption (if
applicable)
 Integration
   - 45 -




---



##### 



ADOPTION AGREEMENT
       Sponsor
 th




---



##### 



Custodian
 nd
  Purchase and Sale of Participation Interests
  2




---



##### 



Incorporation of Master Participation Agreement
 Governing Law
 [Signature Page Follows]
  3




---



##### 



United States Department of EducationBy:
    /s/ James F. ManningName:
    James F. ManningTitile:  Deputy COO Federal Student AidDate of Adoption Agreement: 8/14/08 
(to be inserted by the Department)
National Education Loan Network, Inc., 
as SponsorBy:
    /s/ Terry J. HeimesName:
    Terry J. HeimesTitile: Chief Financial Officer and TreasurerUnion Bank and Trust Company, 
as Eligible Lender TrusteeBy:
    /s/ Jon GrossName:
    Jon GrossTitile: Senior Vice PresidentManufacturers and Traders Trust Company, as CustodianBy:
    /s/ James DeitrickName:
    James DeitrickTitile: VP