Common use of Conditions of Purchase Clause in Contracts

Conditions of Purchase. Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged and assigned delivered by the Purchaser Seller and constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the Trustee for the benefit knowledge of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the ChairmanSeller's counsel, the Presidentexecution and delivery of this Loan Purchase Agreement, the Vice President consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the Treasurer terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to be true, correct and complete as of the date thereof. Further, which the Seller hereby agrees that the computer files maintained is a party or by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to which it is bound or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.constitute a default thereunder,

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date therewith.

Conditions of Purchase. PurchaserParticipant's obligation to purchase and pay for participation interests in Eligible Loans in a Portfolio hereunder shall be subject to each of the following conditions precedent: (a) All representations, warranties and statements made by Lender contained in this Agreement shall be true on the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereofapplicable date of purchase; (b) all representationsParticipant shall receive an opinion of Lender's counsel dated as of the date of the Participation Certificate, warranties in form and statements by or on behalf of Seller contained in substance satisfactory to Participant, to the effect that (i) this Agreement has been duly authorized, executed and delivered by Lender and constitutes the legal, valid, binding and enforceable obligation of Lender, (ii) the Participation Certificate has been duly authorized, executed and delivered by Lender, (iii) with respect to all Insured Loans in which participation interests are true on being acquired, the Scheduled Sale Date;applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to participation interests in all FFELP Loans in which participation interests are being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by Participant, (v) assuming the due execution and delivery thereof, each FFELP Loan in which a participation interest is acquired hereunder constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of Lender's counsel, the execution and delivery of the Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of the Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of Lender's counsel, Lender is not a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially or adversely affect the ability of Lender to perform its obligations under the Agreement, and (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Corporation, Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state banking regulatory agency, is required in connection with the consummation of the transactions contemplated in the Agreement. (c) Delivery by Lender to Participant on or before applicable date of purchase of the Participation Certificate, original or supplemental schedules to the Participation Certificate listing and identifying each Eligible Loan in which a participation interest is being transferred to Participant; UCC-1 Financing Statements evidencing the transfer from Lender to Participant, UCC Lien Searches, and UCC Termination Statements or Releases, if any, releasing any notification to or approval security interest granted by Lender in any Eligible Loan covered by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Participation Certificate. (d) Adequate funds are available to Participant from a Financing Agreement or otherwise which will finance the entire interest purchase of Seller participation interests in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to under this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderAgreement.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Delaware law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP Loans sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date therewith.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned pursuant to a Blanket Endorsement. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by endorsement, such endorsement to be without recourse except as provided in Article V hereof;the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Bill of Sale; and UCC-1 Financing Statements reflecting the transfer xxxm the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer Trustee on behalf of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Bill of Sale. (g) Adequate funds are available to the Pxxxxaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. PurchaserThe Participant's obligation to purchase and pay for participation interests in Eligible Loans in a Portfolio hereunder shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements made by or on behalf of Seller the Lender contained in this Agreement are shall be true on the Scheduled Sale Dateapplicable date of purchase; (cb) any notification to or approval by The Participant, the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser Administrative Agent and the Trustee; (d) the entire interest of Seller in each Eligible Loan Trustee shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit receive an opinion of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete Lender's counsel dated as of the date thereof. Furtherof the first sale of Participation Certificates hereunder (covering such first sale and any other sale of Participation Certificates), in form and substance satisfactory to the Participant, the Seller hereby agrees Administrative Agent and the Trustee, to the effect that the computer files maintained (i) this Agreement has been duly authorized, executed and delivered by the Seller as Servicer will bear an indication reflecting that Lender and constitutes the Student legal, valid, binding and enforceable obligation of the Lender; (ii) the Participation Certificate has been duly authorized, executed and delivered by the Lender; (iii)with respect to participation interests in all FFELP Loans sold in which participation interests are being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Lender; (iv) assuming the due execution and delivery thereof, each FFELP Loan in which a participation interest is acquired hereunder constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms; (v) to the Purchaser pursuant to knowledge of the Lender's counsel, the execution and delivery of this Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Agreement are owned do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Lender or any agreement or instrument to which the Lender is a party or by which it is bound or constitute a default thereunder; (vi) to the Purchaser; and (f) prior knowledge of the Lender's counsel, the Lender is not a party to or on each Scheduled Sale Datebound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially or adversely affect the ability of the Lender to perform its obligations under this Agreement; (vii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Seller Federal Savings and Loan Insurance Corporation, Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state banking regulatory agency, is required in connection with the consummation of the transactions contemplated in this Agreement; (viii) this Agreement, shall record constitute a security agreement under State of Nebraska law and fileshall be effective to create, at its own expensein favor of the Participant, appropriate UCC-3 termination statements with respect to any previous liens on such Student a valid, perfected security interest in the Eligible Loans being evidenced by each Participation Certificate sold and purchased hereunder.;

Conditions of Purchase. The Purchaser's ’s obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller’s Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller’s counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller’s counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller’s counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation (“FDIC”), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under [Delaware] law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the “Bankruptcy Code”), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller’s bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a “Bank”) and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller’s Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Mayer, Brown, Xxxx & Maw LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date therewith.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned pursuant to a Blanket Endorsement. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by endorsement, such endorsement to be without recourse except as provided in Article V hereof;the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Bill of Sale; and UCC-1 Financing Statements reflecting the transfxx xrom the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer Trustee on behalf of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Bill of Sale. (g) Adequate funds are available to the Xxxchaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated May 20, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2002.

Conditions of Purchase. Purchaser's obligation to In connection with the purchase of the Purchased Securities, the Subscriber will complete and pay for Eligible Loans in a Portfolio hereunder shall be subject sign as indicated and return to the Lead Agent as soon as possible and in any event no later than 12:00 p.m. (Toronto time) on December 5, 2013, the following documents: (a) this Agreement; and (b) any further documentation as required under the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange including a completed and executed TSXV Form 4C attached as Schedule A hereto, if applicable. The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions precedentthat: (a) the Eligible Loans in Subscriber execute and return all documents required by the PortfolioSecurities Laws of the Offering Jurisdictions and the policies of the Stock Exchange for delivery on its behalf to the Corporation, aggregated with as the other Eligible Loans that have been sold sale of the Purchased Securities by the Corporation to Purchaser the Subscriber will not be qualified by Seller if appropriate, shall meet the requirements described in Section 3.1 hereofa prospectus or otherwise registered under applicable Securities Laws; (b) all representationsthe representations and warranties made herein by the Subscriber and, warranties and statements by or on behalf of Seller contained in this Agreement if applicable, any Beneficial Purchaser for whom the Subscriber is contracting hereunder are true and correct when made and are true and correct on the Scheduled Sale DateClosing Date with the same force and effect as if they had been made on and as of such date; (c) any notification all covenants, agreements and conditions contained in this Agreement to or approval be performed by the Secretary Subscriber and, if applicable, any Beneficial Purchaser for whom the Subscriber is contracting hereunder on or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition prior to the assignment of Eligible Loans shall Closing Date will have been made performed or received and evidence thereof delivered to both Purchaser and the Trustee;complied with in all material respects; and (d) the entire interest of Seller in each Eligible Loan shall all necessary regulatory approvals will have been duly assigned obtained. By returning this Agreement the Subscriber consents, and, if applicable, any Beneficial Purchaser for whom the Subscriber is contracting hereunder consents, to the filing by endorsement, such endorsement to be without recourse except as the Corporation with the applicable securities regulatory authorities in the Offering Jurisdictions and the Stock Exchange of all documents and personal information concerning the Subscriber provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned required to be filed by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange. If the Subscriber is not subscribing for the Purchased Securities for its own account and the Subscriber is not a portfolio manager purchasing as agent for an account which is fully managed by the Subscriber, the Beneficial Purchaser for whom the Subscriber is contracting hereunder must be purchasing the Purchased Securities as principal and (unless the Subscriber is an authorized agent with power to sign on behalf of the Beneficial Purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Trustee Purchased Securities being acquired by such Beneficial Purchaser as principal. If the Subscriber is signing this Agreement as agent or pursuant to a power of attorney for the benefit Subscriber, the Subscriber represents and warrants that it has authority to bind the Subscriber. The Subscriber agrees, and agrees to cause any Beneficial Purchaser for whom the Subscriber is contracting hereunder, to comply with all Securities Laws of the Registered OwnersOffering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairmanresale restrictions applicable to, the PresidentPurchased Securities. The Subscriber acknowledges and, if applicable, any Beneficial Purchaser for whom the Vice President or the Treasurer of the Seller to be trueSubscriber is contracting hereunder acknowledges, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by Corporation has the Seller as Servicer will bear an indication reflecting that right to close the Student Loans sold subscription books at any time without notice and to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to accept or on each Scheduled Sale Date, the Seller shall record and file, at reject any subscription in its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereundersole discretion.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Xxxn Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., ax xxxnded (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exxxxit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of x Xoan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated Fexxxxxx 0, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2003.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Datedated as of February 23, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2005.

Conditions of Purchase. PurchaserThe Corporation's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of the date hereof and any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true as of the date hereof and on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Corporation. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Corporation. (e) The Corporation and the Facility Agent shall receive an opinion of the Seller's counsel, dated as of the date hereof covering each sale of FFELP Loans, in form and substance satisfactory to the Corporation, the Facility Agent and the Trustee with respect to the Trust Agreement or Zions First National Bank as Trustee with respect to the Warehouse Loan Agreement, as applicable, to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller shalland constitutes the legal, at valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have xxxx duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its own expenseterms, indicate in its files that the Student Loans sold on such date have been sold (vi) to the Purchaser pursuant knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to this Agreement and pledged and assigned which the Seller is a party or by the Purchaser which it is bound or constitute a default thereunder, (vii) to the Trustee for the benefit knowledge of the Registered OwnersSeller's counsel, and the Seller shall deliver is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be trueeffective to create, correct in favor of the Corporation, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Corporation and complete the Seller are affiliates, that (A) if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(l) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Corporation and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Corporation or its assignees and (B) if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Corporation so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xi) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Corporation on or before the date hereof of the following documentation: Seller's general certificate in the form of Exhibit G hereto; Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financixx Xtatements evidencing the transfer from the Seller to the Corporation and the Trustee on behalf of the Corporation, and UCC lien searches sufficiently in advance of the date hereof so as to permit review thereof by the Corporation to its satisfaction, if either or both are requested by the Corporation or a party to the Financing Agreement; and UCC termination statements or releases, if any, releasing any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Corporation, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the form of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and delivery of a Loan Transfer Schedule as rxxxxred in Section 2(a) hereof. (h) Adequate funds are available to the Corporation from an indenture or other financing agreement relating to the Corporation's bonds and/or notes which will finance the purchase of FFELP Loans under this Loan Purchase Agreement. (i) Delivery by the Seller of a closing certificate dated as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold hereof in form and substance satisfactory to the Purchaser pursuant to this Agreement are owned by Corporation, Facility Agent and the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements Trustee with respect to any previous liens on such Student Loans being sold the Trust Agreement or Zions First National Bank as Trustee with respect to the Warehouse Loan Agreement, as applicable, and purchased hereundera certificate dated as of the date hereof of the a certificate in the form attached as Annex A to the true sale/non-consolidation opinion of Kutak Rock LLP dated April 28, 2003.

Conditions of Purchase. (a) The Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder ’s obligations on the Effective Date shall be subject to the following conditions precedent: (ai) All representations and warranties of the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are shall be true and correct in all material respects on, and as if made as of, the Effective Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Seller or its applicable Affiliates, on the Scheduled one hand, and the Purchaser or its applicable Affiliates, on the other hand, shall have executed and delivered an agreement pursuant to which the Purchaser or one or more of its Affiliates will purchase the Residual Interests by entering into the Collegiate Sale Agreement and the CELT 2007-A Residual Sale Agreement, together with all agreements, certificates and opinions required to be delivered thereunder on or prior to the Effective Date;. (ciii) The Purchaser shall have received (A) one or more officer’s certificates of the Seller certifying the names, signatures and authorization of the officers of the Seller authorized to sign this Agreement, and attaching certified organizational documents and excerpts of resolutions of the Seller’s board of directors or a relevant committee of the board relating to the transactions contemplated by this Agreement, and (B) opinions of counsel from Sidley Austin LLP (or another nationally recognized law firm), counsel to the Seller, in form and substance satisfactory to the Purchaser relating to valid existence, due authorization, execution and delivery, enforceability and non-contravention of charter and of New York or Federal law. (b) The Purchaser’s obligation to purchase and pay for the Purchased Loans (other than the Guarantor Repurchase Loans) hereunder on the applicable Purchase Date shall be subject to the following conditions precedent: (i) The Purchaser shall have received a written certification dated as of the applicable Purchase Date from the Seller that all representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on, and as if made as of, such Purchase Date (unless any notification such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Seller shall have delivered to the Purchaser on or before such Purchase Date, the Xxxx of Sale, the Blanket Endorsement and the Power of Attorney. (iii) Any approval by the Secretary or Guarantee Agency a Guarantor required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment or sale of Eligible the Purchased Loans shall have been made or received and evidence thereof delivered to both the Purchaser. (iv) On or prior to such Purchase Date, funding under the Financing Agreements shall have been made available to the Purchaser (or its applicable Affiliate) in an aggregate amount at least equal to the Purchase Price. (v) The Purchaser shall have received written acknowledgement from ACS that the Purchaser shall have the right to proceed against ACS for breaches, errors and omissions in servicing the Purchased Loans occurring prior to the applicable Purchase Date. (vi) The Purchaser shall have received evidence reasonably satisfactory to it that the Seller has directed ACS in writing to hold physical custody and possession of the Notes evidencing the Purchased Loans on behalf of the Purchaser and not on behalf of the Trustee;Seller. (vii) The Purchaser shall have received evidence reasonably satisfactory to it that ACS has updated its records to reflect that it is servicing the Purchased Loans on behalf of the Purchaser. (viii) On or prior to such Purchase Date, the Purchaser shall have received an opinion of counsel from Sidley Austin LLP (or another nationally recognized law firm), counsel to the Seller, in form and substance satisfactory to the Purchaser, relating to the creation and perfection of the security interest granted hereunder. (ix) The Seller shall have delivered to the Purchaser copies of the E-Sign evidentiary package for each electronic signature process that was used in respect of the Purchased Loans. (x) Such Purchase Date shall be no later than December 31, 2017. (c) The Seller’s obligations on the Effective Date shall be subject to the following conditions precedent: (i) All representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on, and as if made as of, the Effective Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (d) The Seller’s obligation to sell the entire interest of Purchased Loans (other than the Guarantor Repurchase Loans) hereunder on each Purchase Date shall be subject to the following conditions precedent: (i) The Seller in each Eligible Loan shall have been duly assigned by endorsementreceived a written certification dated as of the applicable Purchase Date from the Purchaser that all representations and warranties of the Purchaser contained in this Agreement shall be true in all material respects on, and as if made as of, such endorsement Purchase Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Purchaser shall have received written acknowledgement from ACS that the Purchaser shall have the right to proceed against ACS for breaches, errors and omissions in servicing the Purchased Loans occurring prior to the applicable Purchase Date. (iii) The Seller shall have received evidence reasonably satisfactory to it that ACS has updated its records to reflect that it is servicing the Purchased Loans on behalf of the Purchaser. (iv) The Seller shall have received a written certification dated as of the applicable Purchase Date from the Purchaser that [****]. (v) The Purchaser shall have received evidence reasonably satisfactory to it that the Seller has directed ACS in writing to hold physical custody and possession of the Notes evidencing the Purchased Loans on behalf of the Purchaser and not on behalf of the Seller. (vi) Such Purchase Date shall be without recourse except as provided no later than December 31, 2017. (vii) The Seller shall have received the Estimated Purchase Price in Article V hereof;accordance with Section 2.02. (e) The Purchaser’s obligation to purchase and pay for any Guarantor Repurchase Loan hereunder on the applicable Purchase Date for such Loan shall be subject to the following conditions precedent: (i) The representations and warranties of the Seller shallcontained in Section 4.01(b) of this Agreement shall be true and correct in all material respects on, at its own expenseand as if made as of, indicate the applicable Purchase Date for such Guarantor Repurchase Loan (unless any such representation and warranty is made only as of a specific date, in its files that the Student Loans sold on which event such date representation or warranty shall be true in all material respects only as of such specific date). (ii) The applicable Guarantor shall have been sold delivered to the Purchaser pursuant to this Agreement on or before the applicable Purchase Date such Guarantor’s usual and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the customary documentation evidencing such transfer. (iii) The Seller shall deliver to have received the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements Estimated Purchase Price in accordance with respect to any previous liens on such Student Loans being sold and purchased hereunderSection 2.02.

Conditions of Purchase. Purchaser's obligation to (a) The purchase and pay for of the first Batch of Eligible Loans in a Portfolio hereunder shall be Accounts is subject to the following conditions precedentconditions: (ai) The Purchaser shall have received a certificate from the Eligible Loans Secretary or Assistant Secretary of the Provider certifying the names, titles and signatures of the officers authorized to sign this Agreement, the Assignments and the other documents to be delivered hereunder, and certifying the resolutions authorizing this Agreement and the transactions contemplated hereby. (ii) The Administrator shall have received certified copies of the Provider's charter and bylaws (or operating agreement) and an original certificate, dated within 30 days prior to such purchase, issued by the jurisdiction in which the Provider was formed, confirming the legal existence of the Provider. (iii) The Provider shall have signed and delivered to the Administrator such UCC financing statements as the Administrator may require to perfect the transfer of Accounts to the Purchaser. (iv) The Provider shall have entered into lockbox agreements required by Section 5(e). (v) The Purchaser and the Administrator shall have received an opinion of counsel with respect to the Provider and the transactions contemplated by this Agreement which is in form and content satisfactory to them. Such opinion of counsel shall include an opinion that in the Portfolioevent that the sale of Accounts is treated as the creation of a security interest, aggregated the Purchaser will have a first priority perfected security interest in the Accounts. (vi) The Provider shall have paid the Purchaser an origination fee equal to two percent (2%) of the Maximum Purchaser Capital Investment set forth in (b)(i) below. In addition, the Provider shall have paid the Administrator all fees due in connection with its due diligence review and the installation of the Value Track System and the Provider shall have reimbursed the Administrator for its reasonable legal fees (whether incurred with respect to outside or in-house legal counsel) and expenses incurred in connection with the other Eligible Loans preparation and negotiation of this Agreement. (vii) Xxxx Xxxxxxxx shall have executed and delivered to the Purchaser or its assignee a guaranty of the obligations of the Provider under this Agreement, in form and substance satisfactory to the Administrator (the "Affiliate Guaranties"). (viii) The Provider will supply Copelco/American Healthfund, Inc. internally prepared, consolidating and consolidated financial statements, in reasonable detail with appropriate notes and prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis for the period ending December 31, 1995 and the year to date. (ix) The Provider will provide documentation, in form and in detail satisfactory to the Administrator and its counsel regarding any due and owing payroll tax obligation including any failure to remit trust taxes under Section 6672 of the Internal Revenue Code, as amended, for the tax periods September 30, 1995 and December 31, 1995, together with evidence satisfactory to the Administrator in its sole discretion that have any liability resulting therefrom has been sold to Purchaser paid in full, satisfied and released, including by Seller if appropriateway of illustration, shall meet an agreement of compromise and settlement accepted by the District Director of the Internal Revenue Service. (x) The Provider will provide a certified copy of the policy insuring the life of Xxxx Freidler in an amount not less than $1,000,000 naming the Provider as beneficiary. (xi) The audited financial statements of the Provider for the year ending December 31, 1995 (otherwise meeting the requirements described set forth in Section 3.1 8(c) hereof;) shall, with respect to the Current Ratio and tangible net worth, reflect values which do not materially differ from the financial statements for the eleven months ending November 30, 1995; provided, however, so long as the net income of the Provider as indicated on the December 31, 1995 financial statements is between 3.7 and 2.0 percent of net revenue, then the Current Ratio will be acceptable provided it is at least 0.82:1 when calculated pursuant to Section 8(g). (b) The purchase of each Batch of Eligible Accounts is subject to the following conditions: (i) After giving effect to such purchase (1) until such time as the Provider has collected payments from Medicare, if applicable, representing at least 120 days of patient service, the Purchaser Capital Investment shall not exceed 60% of the ENV of all representationsPurchased Accounts with respect to such claims, warranties and statements by or on behalf thereafter the Purchaser Capital Investment shall not exceed 80% of Seller contained the ENV of all Purchased Accounts with respect to such claims, in this Agreement are true on each case, less the Scheduled Sale Dateaggregate Funding Discounts with respect to all Purchased Accounts; (c2) any notification the Purchaser Capital Investment shall not exceed 80% of the aggregate of the ENV of all Purchased Accounts, less the aggregate Funding Discounts with respect to or approval by all Purchased Accounts; (3) the Secretary or Guarantee Agency required by ENV of all Purchased Accounts shall not exceed the Higher Education Act or Concentration Limit; (4) the Guarantee Agreement as a condition ENV of all Purchased Accounts which have not been billed shall not, in the aggregate, exceed the ENV of all Purchased Accounts which have been billed. (5) the Purchaser Capital Investment shall not exceed One Million Eight Hundred Thousand Dollars, $1,800,000. (ii) All representations and warranties of the Provider shall be true both before and after giving effect to such purchase, the Provider shall be in compliance with this Agreement, and the Provider shall have certified such matters to the assignment Purchaser and the Administrator. (iii) The Provider shall continue to be the Servicer under this Agreement; no event shall have occurred and be continuing which would, with notice or lapse of Eligible Loans time or both, constitute a Termination Event; and the Termination Date shall not have occurred. (iv) The Provider shall have signed and delivered to the Administrator notices, in the form of Exhibit D, directing the Obligors (other than Obligors with respect to Government Accounts) to make payment to the Commercial Lockbox; and, in the form of Exhibit E, directing the Obligors with respect to Government Accounts to make payment to the Government Lockbox. (v) All Accounts in the Batch shall have been made or received and evidence thereof delivered to both Purchaser and recorded in the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered OwnersAdministrator's Value Track System, and the Seller Administrator shall deliver to have received the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete Purchased Account Files (as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (fdefined in Section 3(b)) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold Batch. (vi) The lockbox arrangements required by Section 5(e) shall be in effect. (vii) The Provider shall have taken such other actions, including the delivery of documents and purchased hereunderopinions as the Purchaser or the Administrator may reasonably request. (viii) [OMITTED].

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller and the Seller Trustee in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit A, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in Section 8 of Exhibit A hereof) shall be transferred in the manner directed by the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a fully executed and completed Loan Transfer Certificate in the form of Exhibit A hereto with respect to FFELP Loans referred to in Annex I of Exhibit A; a Loan Transfer Schedule as required in Section 2(a) hereof; and of UCC-1 Financing Statements evidencing the transfer from the Seller and the Seller shall deliver Trustee to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer Trustee on behalf of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) prior Adequate funds are available to the Purchaser from an indenture or on each Scheduled Sale Date, other financing agreement relating to the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Purchaser's bonds and/or notes which will finance the purchase of FFELP Loans being sold and purchased hereunderunder this Loan Purchase Agreement.

Conditions of Purchase. Purchaser's The obligation of PURCHASER to make any purchase and pay for Eligible Loans in a Portfolio hereunder shall be of Accounts under the Agreement on the closing date is subject to the satisfaction of the following conditions precedent: : (a) the Eligible Loans in the PortfolioPURCHASER shall have received and found satisfactory, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriateresults of UCC, shall meet the requirements described in Section 3.1 hereof; tax lien, pending litigation and judgment record searches on CLIENT; (b) all representationsAll UCC financing statements required or, warranties and statements by or on behalf in PURCHASER’S opinion, advisable to be filed in order to create, in favor of Seller contained in this Agreement are true the PURCHASER, a perfected lien on the Scheduled Sale Date; Collateral shall have been properly filed in each office in each jurisdiction in which such filings are required or, in PURCHASER’S opinion, advisable; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans PURCHASER shall have been made or received and evidence thereof delivered to both Purchaser found satisfactory, results of due diligence reports on CLIENT’S principals and the Trustee; guarantors; (d) the entire interest of Seller in each Eligible Loan PURCHASER shall have been duly assigned by endorsementreceived and found satisfactory, such endorsement to be without recourse except as provided in Article V hereof; results of an on-site examination of CLIENT; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date PURCHASER shall have been sold satisfactory response to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaserpre-funding Account verifications; and (f) prior PURCHASER shall have received from CLIENT, signed notification letters to or on each Scheduled Sale DateCustomers; (g) PURCHASER shall have completed its due diligence examination of CLIENT and formally approved the credit; and (h) All other documents and legal matters in connection with the transaction contemplated by the Agreement and the Other Agreements shall be satisfactory in form and substance to PURCHASER and its counsel. Portions of this document have been redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.notation “[***]”

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated July 28, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2004.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Delaware law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP Loans sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC Financing Xxxxements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date thexxxxxx.

Conditions of Purchase. The Purchaser's ’s obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller’s Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller’s counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller’s counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller’s counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation (“FDIC”), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Delaware law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP Loans sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller’s bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a “Bank”) and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller’s Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date therewith.

Conditions of Purchase. Purchaser's 2.1 The Purchaser acknowledges that the Company’s obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject sell the Warrants to the following Purchaser is subject to, among other things, the conditions precedentthat: (a) the Eligible Loans in Purchaser duly completes, executes and returns to Xxxxxxxxxxx this Subscription Agreement to the Portfolioaddress on the face page hereof, aggregated together with all documents required by Applicable Securities Laws (as defined below) for delivery to the other Eligible Loans that have been sold to Purchaser by Seller if appropriateCompany on behalf of the Purchaser, shall meet the requirements described in Section 3.1 hereofincluding a duly completed and executed Appendix “I” - United States Accredited Investor Representation Letter; (b) all representationsunless other arrangements acceptable to Xxxxxxxxxxx have been made, warranties and statements by or on behalf payment has been made to the Company of Seller contained in this Agreement are true on the Scheduled Sale DateSubscription Amount; (c) any notification the Company has accepted this Subscription Agreement, subject to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the TrusteeSection 2.2; (d) all necessary regulatory and stock exchange approvals, including the entire interest approvals of Seller in each Eligible Loan shall the TSX Venture Exchange (“TSXV”) and Nasdaq Capital Market (“Nasdaq”) have been duly assigned obtained by endorsement, such endorsement the Company prior to be without recourse except the Closing (as provided in Article V hereofdefined below); (e) the Seller shallsale of the Warrants, at its own expenseunder the Private Placement, indicate in its files that being exempt from the Student Loans sold on such date have been sold requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the Purchaser pursuant sale of the Warrants, under the Private Placement, or otherwise conditional upon the issuance of such orders, consents or approvals as may be required to this Agreement permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (f) the representations, warranties, covenants and pledged and assigned by acknowledgements of the Purchaser in this Subscription Agreement, including in any appendices hereto or other document delivered to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by Company in connection with the Purchaser’s subscription, are accurate and remain true and correct at the Closing; and (fg) the Purchaser has performed and complied with in all material respects all covenants and agreements of the Purchaser required by this Subscription Agreement, including in any appendices hereto or other document delivered to the Company in connection with the Purchaser’s subscription, to be complied with it prior to Closing. 2.2 The Purchaser acknowledges and agrees that the Company reserves the right, in its absolute discretion, to reject this subscription for Warrants, in whole or in part, at any time prior to the time of Closing. The Purchaser will deliver to Xxxxxx Xxxxxxx LLP, in advance of Closing, a cheque or other form of payment, representing the aggregate Subscription Price paid for the Warrants (the “Subscription Amount”) to be held in trust, for and on each Scheduled Sale Datebehalf of the Purchaser, until the Purchaser authorizes the release of such Subscription Amount to the Company upon Closing. At Closing, upon instructions to release the Subscription Amount, Xxxxxx Xxxxxxx LLP will release the Subscription Amount to the Company and take delivery of the Warrants, in accordance with the instructions in Section 3. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Xxxxxx Xxxxxxx LLP, in trust, for and on behalf of the Purchaser, the Seller Subscription Amount will be promptly returned to the Purchaser without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the portion of the Subscription Amount for that portion of the proposed subscription for the Warrants which is not accepted will be promptly delivered to the Purchaser, without interest or deduction. 2.3 The Company acknowledges that each Purchaser’s obligation to purchase the Warrants from the Company is subject to, among other things, the conditions that: (a) A legal opinion of both U.S. and Canadian counsel to the Company, in form and substance reasonably acceptable to the Purchasers, shall record have been delivered to the Purchasers with a copy to Xxxxxxxxxxx ; (b) The Registration Rights Agreement to be entered into by the Company and fileeach of the Purchasers (“Registration Rights Agreement”), in form and substance reasonably acceptable to the Purchasers, executed by a duly authorized officer of the Company, shall have been delivered to the Purchasers and Xxxxxxxxxxx ; (c) The representations, warranties, covenants and acknowledgements of the Company in this Subscription Agreement, including in any appendices hereto or other document delivered to the Purchasers in connection with the Purchaser’s subscription, are accurate and remain true and correct at its own expensethe Closing and a certificate executed by an authorized officer of the Company confirming the same; (d) The Company has performed and complied with in all material respects all covenants and agreements of the Company required by this Subscription Agreement, appropriate UCC-3 termination statements including in any appendices hereto or other document delivered to the Purchaser in connection with the Purchaser’s subscription, to be complied with it prior to Closing; (e) There shall have been no Material Adverse Effect (as defined herein) with respect to the Company since the date hereof; (f) From the date hereof to the Closing Date, trading in the Shares, shall not have been suspended by the Commission (as defined herein) or the Company’s principal Trading Market (as defined below), and, at any previous liens time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such Student Loans being sold and purchased hereunder.service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Warrants at the Closing. “Trading Market” means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing);

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Xxxx Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as xxxxded (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the Parent of the Purchaser, that if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exxxxxt D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Eligible Lender Trust Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of x Xxan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated Octxxxx 0, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder0002.

Conditions of Purchase. (a) The Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder ’s obligations on the Effective Date shall be subject to the following conditions precedent: (ai) All representations and warranties of the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are shall be true and correct in all material respects on, and as if made as of, the Effective Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Purchaser shall have received (A) one or more officer’s certificates of the Seller certifying the names, signatures and authorization of the officers of the Seller authorized to sign this Agreement, and attaching certified organizational documents and excerpts of resolutions of the Seller’s board of directors or a relevant committee of the board relating to the transactions contemplated by this Agreement, and (B) opinions of counsel from Sidley Austin LLP (or another nationally recognized law firm), counsel to the Seller in form and substance satisfactory to the Purchaser relating to valid existence, due authorization, execution and delivery, enforceability and non-contravention of charter and of New York or Federal law. (b) The Purchaser’s obligation to purchase and pay for the Purchased Loans hereunder on the Scheduled Sale applicable Purchase Date shall be subject to the following conditions precedent: (i) The Purchaser shall have received a written certification dated as of the applicable Purchase Date from the Seller that all representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects on, and as if made as of, such Purchase Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Seller shall have delivered to the Purchaser on or before such Purchase Date the Xxxx of Sale, the Blanket Endorsement and the Power of Attorney. (iii) On or prior to such Purchase Date;, the Purchaser shall have received opinions of counsel from Sidley Austin LLP (or another nationally recognized law firm), counsel to the Seller, in form and substance satisfactory to the Purchaser relating to creation and perfection of the security interest granted hereunder. (iv) On or prior to such Purchase Date, funding under the Financing Agreements shall have been made available to the Purchaser (or its applicable Affiliate) in an aggregate amount at least equal to the Purchase Price. (v) The Purchaser shall have received evidence reasonably satisfactory to it that the Seller has directed AES in writing to hold physical custody and possession of the Notes evidencing the Purchased Loans on behalf of the Purchaser and not on behalf of the Seller. (vi) The Purchaser shall have received written acknowledgement from the Servicer and Northland that the Purchaser shall have the right to proceed against the Servicer and Northland for breaches, errors and omissions in servicing the Purchased Loans occurring prior to the applicable Purchase Date. (vii) The Purchaser shall have received evidence reasonably satisfactory to it that the Servicer has updated its records to reflect that it is servicing the Purchased Loans on behalf of the Purchaser. (viii) The Purchaser shall have received executed counterparts of (A) an Assignment and Assumption between the Seller, as assignor, and the Purchaser, as assignee, relating to AES Servicing Agreement, (B) an Assignment and Assumption between the Seller, as assignor, and the Purchaser, as assignee, relating to the Northland Services Agreement, and (C) an Assignment and Assumption between the Seller, as assignor, and the Purchaser, as assignee, relating to the Remote Access, Confidentiality and Indemnification Agreement, dated December 21, 2015, among the Seller, AES and Northland. (ix) Such Purchase Date shall be no later than December 31, 2017. (c) any notification to or approval by The Seller’s obligations on the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition Effective Date shall be subject to the assignment following conditions precedent: (i) All representations and warranties of Eligible Loans the Purchaser contained in this Agreement shall have been be true and correct in all material respects on, and as if made as of, the Effective Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or received and evidence thereof delivered to both Purchaser and the Trustee;warranty shall be true in all material respects only as of such specific date). (d) The Seller’s obligation to sell Purchased Loans hereunder on each Purchase Date shall be subject to the entire interest of following conditions precedent: (i) The Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser received a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete written certification dated as of the date thereof. Furtherapplicable Purchase Date from the Purchaser that all representations and warranties of the Purchaser contained in this Agreement shall be true in all material respects on, and as if made as of, such Purchase Date (unless any such representation and warranty is made only as of a specific date, in which event such representation or warranty shall be true in all material respects only as of such specific date). (ii) The Purchaser shall have received evidence reasonably satisfactory to it that the Seller hereby agrees has directed AES in writing to hold physical custody and possession of the Notes evidencing the Purchased Loans on behalf of the Purchaser and not on behalf of the Seller. (iii) The Purchaser shall have received written acknowledgement from the Servicer and Northland that the computer files maintained by Purchaser shall have the right to proceed against the Servicer and Northland for breaches, errors and omissions in servicing the Purchased Loans occurring prior to the applicable Purchase Date. The Seller as Servicer will bear an indication reflecting shall have received evidence reasonably satisfactory to it that the Student Servicer has updated its records to reflect that it is servicing the Purchased Loans sold to on behalf of the Purchaser. (iv) The Seller shall have received a written certification dated as of the applicable Purchase Date from the Purchaser pursuant to this Agreement are owned by the Purchaser; andthat [****]. (fv) prior to or on each Scheduled Sale DateSuch Purchase Date shall be no later than December 31, the 2017. (vi) The Seller shall record and file, at its own expense, appropriate UCC-3 termination statements have received the Estimated Purchase Price in accordance with respect to any previous liens on such Student Loans being sold and purchased hereunderSection 2.02.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated as of approximately April 26, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2000.

Conditions of Purchase. Purchaser's 2.1 The Purchaser acknowledges that the Company’s obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject sell the Shares to the following Purchaser is subject to, among other things, the conditions precedentthat: (a) the Eligible Loans in Purchaser duly completes, executes and returns to Xxxxxxxxxxx this Subscription Agreement to the Portfolioaddress on the face page hereof, aggregated together with all documents required by Applicable Securities Laws (as defined below) for delivery to the other Eligible Loans that have been sold to Purchaser by Seller if appropriateCompany on behalf of the Purchaser, shall meet the requirements described in Section 3.1 hereofincluding a duly completed and executed Appendix “I” - United States Accredited Investor Representation Letter; (b) all representationsunless other arrangements acceptable to Xxxxxxxxxxx have been made, warranties and statements by or on behalf payment has been made to the Company of Seller contained in this Agreement are true on the Scheduled Sale DateSubscription Amount; (c) any notification the Company has accepted this Subscription Agreement, subject to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the TrusteeSection 2.2; (d) all necessary regulatory and stock exchange approvals, including the entire interest approvals of Seller in each Eligible Loan shall the TSX Venture Exchange (“TSXV”) and Nasdaq Capital Market (“Nasdaq”) have been duly assigned obtained by endorsement, such endorsement the Company prior to be without recourse except the Closing (as provided in Article V hereofdefined below); (e) the Seller shallsale of the Shares, at its own expenseunder the Private Placement, indicate in its files that being exempt from the Student Loans sold on such date have been sold requirement to file a prospectus or registration statement and the requirement to prepare and deliver an offering memorandum or similar document under any applicable statute relating to the Purchaser pursuant sale of the Shares, under the Private Placement, or otherwise conditional upon the issuance of such orders, consents or approvals as may be required to this Agreement permit such sale without the requirement of filing a prospectus or registration statement or delivering an offering memorandum or similar document; (f) the representations, warranties, covenants and pledged and assigned by acknowledgements of the Purchaser in this Subscription Agreement, including in any appendices hereto or other document delivered to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by Company in connection with the Purchaser’s subscription, are accurate and remain true and correct at the Closing; and (g) the Purchaser has performed and complied with in all material respects all covenants and agreements of the Purchaser required by this Subscription Agreement, including in any appendices hereto or other document delivered to the Company in connection with the Purchaser’s subscription, to be complied with it prior to Closing. 2.2 The Purchaser acknowledges and agrees that the Company reserves the right, in its absolute discretion, to reject this subscription for Shares, in whole or in part, at any time prior to the time of Closing. The Purchaser will deliver to Xxxxxx Xxxxxxx LLP, in advance of Closing, a cheque or other form of payment, representing the aggregate Subscription Price paid for the Shares (the “Subscription Amount”) to be held in trust, for and on behalf of the Purchaser, until the Purchaser authorizes the release of such Subscription Amount to the Company upon Closing. At Closing, upon instructions to release the Subscription Amount, Xxxxxx Xxxxxxx LLP will release the Subscription Amount to the Company and take delivery of the Shares, in accordance with the instructions in Section 3. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Xxxxxx Xxxxxxx LLP, in trust, for and on behalf of the Purchaser, the Subscription Amount will be promptly returned to the Purchaser without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the portion of the Subscription Amount for that portion of the proposed subscription for the Shares which is not accepted will be promptly delivered to the Purchaser, without interest or deduction. 2.3 The Company acknowledges that each Purchaser’s obligation to purchase the Shares from the Company is subject to, among other things, the conditions that: (a) A legal opinion of both U.S. and Canadian counsel to the Company, in form and substance reasonably acceptable to the Purchasers, shall have been delivered to the Purchasers with a copy to Xxxxxxxxxxx ; (b) A copy of an irrevocable instruction letter to the Company’s transfer agent instructing such transfer agent to deliver to the Purchasers a certificate, in physical or electronic format, evidencing the number of Shares registered in the name of each Purchaser shall have been delivered to the Purchasers and Xxxxxxxxxxx ; (c) The Registration Rights Agreement to be entered into by the Company and each of the Purchasers (“Registration Rights Agreement”), in form and substance reasonably acceptable to the Purchasers, executed by a duly authorized officer of the Company, shall have been delivered to the Purchasers and Xxxxxxxxxxx ; (d) The representations, warranties, covenants and acknowledgements of the Company in this Subscription Agreement, including in any appendices hereto or other document delivered to the Purchasers in connection with the Purchaser’s subscription, are accurate and remain true and correct at the Closing and a certificate executed by an authorized officer of the Company confirming the same; (e) The Company has performed and complied with in all material respects all covenants and agreements of the Company required by this Subscription Agreement, including in any appendices hereto or other document delivered to the Purchaser in connection with the Purchaser’s subscription, to be complied with it prior to Closing; (f) prior to or on each Scheduled Sale Date, the Seller There shall record and file, at its own expense, appropriate UCC-3 termination statements have been no Material Adverse Effect (as defined herein) with respect to the Company since the date hereof; (g) From the date hereof to the Closing Date, trading in the Shares, shall not have been suspended by the Commission (as defined herein) or the Company’s principal Trading Market (as defined below), and, at any previous liens time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such Student Loans being sold and purchased hereunder.service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing. “Trading Market” means any of the following markets or exchanges on which the Shares are listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing);

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Datedated September ___, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2004.

Conditions of Purchase. Purchaser's obligation In connection with your purchase of the Purchased Securities, the following documents are attached hereto which you are requested to purchase complete and pay for Eligible Loans sign as indicated and return together with an executed copy of this Agreement as soon as possible and in a Portfolio hereunder shall be subject any event no later than 10:00 am. (Toronto time) on December 10, 2019, unless other arrangements acceptable to the following conditions precedentCorporation have been made: (a) the Eligible Loans in the PortfolioSchedule B, aggregated with the other Eligible Loans that have been sold respect to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereofregistration and delivery instructions; (b) all representationsSchedule C, warranties the Accredited Investor Certificate attached thereto as Appendix C-1 thereto, if applicable, and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale DateForm 45-106F9 – Form for Individual Accredited Investors attached as Appendix C-2 thereto, if applicable; (c) any notification to or approval by Schedule D, being the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the TrusteeExisting Securityholder Exemption sheet; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsementSchedule E, such endorsement to be without recourse except as provided in Article V hereofbeing an information sheet; (e) Schedule F, being the Seller shallCorporate Placee Registration Form, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaserapplicable; and (f) Schedule G, being the Wire Instructions to effect payment for the Purchased Securities. The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that: (a) you execute and deliver to the Corporation one fully completed copy of this Agreement, including all applicable Schedules hereto, and all other documentation required by this Agreement or any other document required to be delivered by you pursuant to applicable Securities Laws as may be further provided to you by the Corporation; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any Schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement with the applicable securities regulatory authority or similar body in the Offering Jurisdictions as may be required by Securities Laws and with the Stock Exchange pursuant to any relevant policies of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal and (unless you are an authorized agent with power to sign on each Scheduled Sale Date, behalf of the Seller shall record beneficial purchaser and file, at its own expense, appropriate UCC-3 termination statements such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree and, if applicable, any previous liens beneficial purchaser for whom you are contracting hereunder agrees, to comply with all Securities Laws of the Offering Jurisdictions and with the applicable policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Purchased Securities. You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the closing of the Offering is conditional on such Student Loans being sold the Corporation receiving the minimum subscriptions for $220,000 in the aggregate (the “Minimum Offering”), and purchased hereunderthat if the Corporation shall not achieve the Minimum Offering or unless the Corporation is able to have the condition of achieving the Minimum Offering waived, the Offering, will not be completed. You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion, for any reason, including, but not limited to the reason of not achieving the Minimum Offering. If this subscription is rejected in whole, any cheques or other forms of payment delivered to the Corporation representing the aggregate Offering Price for the Purchased Securities subscribed for hereunder will be promptly returned to the Subscriber without interest or deduction. If this subscription is accepted only in part, a cheque representing any refund of the Offering Price for that portion of the subscription for the Purchased Securities which is not accepted, will be promptly delivered to the Subscriber without interest or deduction.

Conditions of Purchase. The parties hereto agree that Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder the Property shall be subject to the satisfaction of the following terms and conditions precedent: (a"The Conditions of Purchase"), any one or some of which may be waived in part: Inspections: Purchaser shall have a period of thirty (30) days after the Eligible Loans in date this Agreement has been fully executed by Seller and Purchaser to inspect the PortfolioProperty (the "Inspection Period"). Commencing on the acceptance date of this Agreement, aggregated and subject to the rights of the tenants, if any, Purchaser, Purchaser's agents, employees and contractors, shall have the right during regular business hours, but without unreasonable interfering with the other Eligible Loans that have been sold operations being carried on upon the Property, to Purchaser by Seller if appropriateenter the Property, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit purposes of making surveys, inspections, soil tests, environmental studies and other investigations of the Registered OwnersProperty, including, but not limited to, the physical condition of any improvements and mechanical and electrical systems, leases, management, service and other contracts affecting the Property, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct Seller's accounting books and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements records with respect to the operations of the Property. Purchaser shall and does hereby agree to indemnify, defend and hold harmless Seller and Broker or others from any previous liens on such Student Loans being sold loss or damages as a result of the exercise by Purchaser of the rights herein granted, including any damage resulting from the negligence of Purchaser or Purchaser's agents, employees or contractors. This indemnity shall survive the rescission, cancellation, termination or consummation of this Agreement. Should the Purchaser not be satisfied with the results of any of the reports, studies and purchased hereunderinspections, the Purchaser at its sole discretion shall notify Seller of its dissatisfaction and declare this Agreement null and void prior to the expiration of the Inspection Period. Purchaser shall then be entitled to a full refund of its Earnest Money and shall dxxxxxx to Seller the copies of its reports and studies. Neither Purchaser nor Seller shall have any responsibilities, one to the other, if Purchaser notifies Seller of its dissatisfaction after Purchaser receives its Earnest Money.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementpursuant to a Blanket Endorsement, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Bill of Sale; and UCC-1 Financing Statements reflecting the transfer xxxm the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer Trustee on behalf of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Bill of Sale. (g) Adequate funds are available to the Pxxxxaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. Purchaser's obligation In connection with your purchase of the Purchased Securities, the following documents are enclosed herewith which you are requested to purchase complete, sign as indicated and pay for Eligible Loans return together with an executed copy of this Agreement as soon as possible and in a Portfolio hereunder shall be subject any event no later than 1:00 p.m. (Toronto time) on February 22, 2007. (a) schedule B, an information sheet and, to the following extent required, appendix A to schedule B, being Form 4C, in the form required by the Stock Exchange; (b) schedule C, with respect to registration and delivery instructions; (c) schedule D, with respect to certain representations and warranties required by United States securities laws. You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions precedentthat: (a) you have properly completed, executed and delivered within applicable time periods all documents required by the Eligible Loans Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in schedules B to D attached hereto, as applicable, to the Portfolio, aggregated with Corporation as the other Eligible Loans that have been sold sale of the Purchased Securities by the Corporation to Purchaser the Subscriber will not be qualified by Seller if appropriate, shall meet the requirements described in Section 3.1 hereofa prospectus; (b) all representationsthe representations and warranties made by you and, warranties and statements by or on behalf of Seller contained in this Agreement if applicable, any beneficial purchaser for whom you are contracting hereunder, herein are true and correct when made and are true and correct on the Scheduled Sale DateClosing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any notification to beneficial purchaser for whom you are contracting hereunder, on or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition prior to the assignment of Eligible Loans Closing Date shall have been made performed or received and evidence thereof delivered to both Purchaser and the Trustee;complied with in all material respects; and (d) the entire interest of Seller in each Eligible Loan shall all necessary regulatory approvals have been duly assigned obtained prior to the Closing Date. By returning this Agreement you consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by endorsementthe Corporation of all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not a trustee or portfolio manager purchasing as trustee or agent, such endorsement to respectively, for accounts which are fully managed by you, each beneficial purchaser for whom you are contracting hereunder must be without recourse except purchasing the Purchased Securities as provided in Article V hereof; (e) the Seller shall, at principal for its own expense, indicate in its files that account and (unless you are an authorized agent with power to sign on behalf of the Student Loans sold on such date have been sold beneficial purchaser) must execute all documents required by the Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchaser Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee a power of attorney for the benefit Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all Securities Laws of the Registered OwnersOffering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairmanresale restrictions applicable to, the PresidentPurchased Securities. You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Vice President Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion and that the Treasurer Corporation is relying on the representations, warranties and covenants contained herein and in the applicable schedules attached hereto to determine the eligibility of you or, if applicable, any beneficial purchaser for whom you are contracting hereunder, to subscribe for the Purchased Securities under applicable Securities Laws of the Seller to be true, correct Offering Jurisdictions and complete as the policies of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderStock Exchange.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for the FFELP Loans hereunder by and through the Eligible Loans in a Portfolio hereunder Lender Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementtransferred pursuant to a Blanket Endorsement, such endorsement to be without recourse except as provided in Article V Section 8 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Xxxx of Sale; and UCC-1 Financing Statements reflecting the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of transfer from the Seller to be true, correct and complete as the Eligible Lender Trustee on behalf of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Xxxx of Sale. (g) Adequate funds are available to the Purchaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC-1 Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Datedated as of approximately July 29, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2005.

Conditions of Purchase. (a) Purchaser and its agents, employees and independent contractors shall have a period of thirty (30) days from the Effective Date (the “Inspection Period”) in which to conduct, at Purchaser's obligation ’s sole expense, such physical, non-invasive environmental, engineering and feasibility reports, inspections, examinations, tests and studies as Purchaser deems appropriate in an effort to determine, if Purchaser elects to purchase and pay for Eligible Loans in a Portfolio hereunder the Property. Any invasive testing on the Property shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser prior review and approval by Seller but Seller’s consent to such testing shall not be unreasonably withheld, conditioned or delayed. If Purchaser elects not to purchase the Property, it must notify Seller on or before the expiration of the Inspection Period at which point it will be entitled to a return of the Xxxxxxx Money. Failure to notify Seller of its intent to terminate this Agreement within the Inspection Period will be deemed an election to proceed to Closing, in which event the Xxxxxxx Money will be considered non-refundable and paid to Seller if appropriate, shall meet the requirements described in Section 3.1 hereof;Closing fails to occur for any reason except for Seller’s default. (b) During the Inspection Period, Purchaser, Purchaser’s agents, employees and independent contractors shall have the right to come onto the Property, after providing reasonable notice to Seller, for the purpose of conducting the foregoing reports, inspections, examinations, tests and studies as described herein, so long as their entry does not unreasonably disturb the Seller’s business operating on the Property. Copies of all representationssuch reports, warranties inspections, examinations, tests and statements by or on behalf studies shall be provided to Seller in the event of: (1) termination of Seller contained in this Agreement are true by Purchaser, or (2) Purchaser’s default under the terms of this Agreement; provided that Seller shall be solely responsible for the reasonable costs of such copies only. Any report, inspection, examination, test or study shall not unreasonably interfere with Seller’s use of the Property and shall not violate any law or regulation of any governmental entity having jurisdiction over the Property. Upon the completion of any inspection, examination, test or study, if any, Purchaser shall restore the Property to its former condition. Purchaser hereby agrees to indemnify, defend, and hold Seller, and its affiliates, and their respective owners, managers, directors, officers, employees, and agents free and harmless from and against any and all liabilities (including attorneys’ fees and expenses) arising out of or relating to the entry on the Scheduled Sale Date; Property and/or the conduct of any due diligence by Purchaser or any agent or consultant of Purchaser (c) any notification to or approval by the Secretary or Guarantee Agency required by “Inspection Indemnity”). The Inspection Indemnity shall survive the Higher Education Act closing or the Guarantee Agreement as a condition to the assignment earlier termination of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit applicable statute of limitations. Prior to entering the Registered OwnersProperty, Purchaser’s third-party inspectors shall provide Seller evidence of liability insurance policy(ies) in force, of at least $1,000,000.00, covering Purchaser, its employees and agents, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the naming Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderadditional insured.

Conditions of Purchase. PurchaserParticipant's obligation to purchase and pay for participation interests in Eligible Loans in a Portfolio hereunder shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements made by or on behalf of Seller Lender contained in this Agreement are shall be true on the Scheduled Sale Dateapplicable date of purchase; (b) Participant, Facility Agent and Trustee shall receive an opinion of Lender's counsel dated as of the date of the first sale of Participation Certificates hereunder (covering such first sale and any other sale of Participation Certificates), in form and substance satisfactory to Participant, Facility Agent and Trustee, to the effect that (i) this Agreement has been duly authorized, executed and delivered by Lender and constitutes the legal, valid, binding and enforceable obligation of Lender; (ii) the Participation Certificate has been duly authorized, executed and delivered by Lender; (iii) with respect to all Insured Loans in which participation interests are being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Lender; (iv) with respect to participation interests in all FFELP Loans in which participation interests are being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by Lender; (v) assuming the due execution and delivery thereof, each FFELP Loan in which a participation interest is acquired hereunder constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms; (vi) to the knowledge of Lender's counsel, the execution and delivery of this Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of Lender or any agreement or instrument to which Lender is a party or by which it is bound or constitute a default thereunder; (vii) to the knowledge of Lender's counsel, Lender is not a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially or adversely affect the ability of Lender to perform its obligations under this Agreement; (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Savings and Loan Insurance Corporation, Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state banking regulatory agency, is required in connection with the consummation of the transactions contemplated in this Agreement; (ix) this Agreement shall constitute a security agreement under State of Nebraska law and shall be effective to create, in favor of the Participant, a valid, perfected security interest in the Eligible Loans evidenced by each Participation Certificate sold hereunder; (x) the Participant shall have a perfected security interest in the participation interests in Eligible Loans evidenced by the Participation Certificate subject to no prior liens, (xi) if the Lender and the Participant are affiliates, that (A) if the Lender became a debtor under the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended (the "Bankruptcy Code"), (i) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the participation interests in Eligible Loans transferred by the Lender to the Participant and the proceeds therefrom as property of the bankruptcy estate of the Lender and therefore (ii) Section 362(a) of the Bankruptcy Code would not apply to stay payment to the Participant or its assignees and (B) if the Lender became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Participant so that the assets of the Participant would be consolidated with and become a part of the Lender's bankruptcy estate and (xii) if the Lender is a bank or saving association the deposits of which are insured by FDIC (a "Bank") and the FDIC were appointed as a receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the participation interests in Eligible Loans to the Participant as a pledge to secure a borrowing rather than as a sale of the participation interests in Eligible Loans. (c) delivery by Lender to Participant on or before the applicable date of purchase of the Participation Certificate, original or supplemental schedules to the Participation Certificate listing and identifying each Eligible Loan in which a participation interest is being transferred to Participant; UCC-1 Financing Statements evidencing the transfer from Lender to Participant (and Trustee), UCC Lien Searches, and UCC Termination Statements or Releases, if any, releasing any notification to or approval security interest granted by Lender in any Eligible Loan covered by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Participation Certificate; and (d) adequate funds are available to Participant from the entire interest Warehouse Loan and Security Agreement or otherwise which will finance the purchase of Seller participation interests in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to under this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderAgreement.

Conditions of Purchase. The Purchaser's ’s obligation to purchase and pay for Eligible the Student Loans in a Portfolio hereunder as of any applicable Loan Transfer Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Private Student Loan Purchase Agreement are shall be true and correct on the Scheduled Sale applicable Loan Transfer Date;. (cb) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the The entire interest of the Seller in each Eligible Transferred Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 5 hereof;. (c) Physical custody and possession of the Transferred Loans (including all information and documentation which is described in the Seller’s Closing Certificate as specified in Exhibit B hereof) shall be transferred in the manner directed by the Purchaser. (d) Delivery by the Seller to the Purchaser on or before the applicable Loan Transfer Date of the following documentation: Seller’s Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; if requested by the Purchaser, UCC‑1 financing statements evidencing the transfer from the Seller to the Purchaser (with legal title to the Student Loans to be held by the Purchaser Lender Trustee, acting on behalf of the Purchaser) (naming the Seller, as debtor, and the Purchaser and the Purchaser Lender Trustee, secured parties); UCC lien searches sufficiently in advance of the date hereof so as to permit review thereof by the Purchaser to its satisfaction, if requested by the Purchaser; and UCC termination statements or releases, if any, releasing any security interest granted by the Seller in any Transferred Loan. (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned Delivery by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be truethe Purchaser, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold prior to the Purchaser pursuant Loan Transfer Date, of a fully executed and completed Loan Transfer Addendum substantially in the form of Exhibit A hereto with respect to this Agreement are owned by Transferred Loans referred to in the Purchaser; andxxxx of sale, and delivery of a Loan Transfer Schedule, as required in Section 2(a) hereof. (f) prior Adequate funds being available to or on each Scheduled Sale Datethe Purchaser, together with other available funds of the Seller shall record and filePurchaser, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student acquire the Transferred Loans being sold and purchased hereunderunder this Student Loan Purchase Agreement.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for the FFELP Loans hereunder by and through the Eligible Loans in a Portfolio hereunder Lender Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementtransferred pursuant to a Blanket Endorsement, such endorsement to be without recourse except as provided in Article V Section 7 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Xxxx of Sale; and UCC-1 Financing Statements reflecting the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of transfer from the Seller to be true, correct and complete as the Eligible Lender Trustee on behalf of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Xxxx of Sale. (g) Adequate funds are available to the Purchaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. The Purchaser's ’s obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder as of the date hereof and any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true as of the date hereof and on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller and the Trustee in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V hereof;Section 6 hereof and in the Assurance Commitment Agreement. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller’s Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. Unless otherwise agreed upon by the Seller and the Purchaser, the Seller and the Purchaser agree that physical custody of the FFELP Loans will remain with the existing servicers at the time of sale. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit date hereof of the Registered Ownersfollowing documentation: Seller’s Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; and UCC termination statements or releases, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairmanif any, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained releasing any security interest granted by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; andin any FFELP Loan. (f) Delivery by the Seller to the Purchaser, prior to or on each Scheduled Sale the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements form of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and delivery of a Loan Transfer Schedule and a Loan Portfolio Statistical Schedule as required in Section 2(a) hereof. (g) The Purchaser shall receive an opinion of the Seller’s and Nelnet’s counsel, dated as of the first Loan Purchase Date (and as of any previous liens on other Loan Purchase Date for which the Purchaser requests), in form and substance satisfactory to the Purchaser, to the effect that (i) this Student Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller and Nelnet and constitutes the legal, valid, binding and enforceable obligation of the Seller and Nelnet, (ii) the blanket endorsement and xxxx of sale required by this Student Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) to the knowledge of such counsel, the execution and delivery of this Student Loans being sold Loan Purchase Agreement, the consummation of the transactions therein contemplated and purchased hereundercompliance with the terms, conditions and provisions of this Student Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or Nelnet, as applicable, or any agreement or instrument to which the Seller or Nelnet, as applicable, is a party or by which it is bound or constitute a default thereunder, (iv) to the knowledge of such counsel, neither the Seller nor Nelnet, as applicable, is a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller or Nelnet, as applicable, to perform its obligations under this Student Loan Purchase Agreement, and (v) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Student Loan Purchase Agreement.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of , each Scheduled Sale Datedated as of approximately , the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder200 .

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date thexxxxxx.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementpursuant to a Blanket Endorsement, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the manner directed by the Purchaser. (e) Delivery by the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by on or before the Purchaser to the Trustee for the benefit applicable Loan Purchase Date of the Registered Owners, following documentation: a Seller's Closing Certificate; a Blanket Endorsement; a Bill of Sale; and UCC-1 Financing Statements reflecting the transfxx xrom the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer Trustee on behalf of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and. (f) Delivery by the Seller to the Purchaser, not less than one business day prior to or on each Scheduled Sale the applicable Loan Purchase Date, the Seller shall record of a fully executed and filecompleted Loan Transfer Addendum, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student FFELP Loans being sold and purchased hereunderreferred to in the related Bill of Sale. (g) Adequate funds are available to the Xxxchaser from an indenture or other financing agreement relating to notes which will finance the acquisition of FFELP Loans under this Agreement.

Conditions of Purchase. Purchaser's obligation In connection with your purchase of the Purchased Securities, the following documents are enclosed herewith which you are requested to purchase complete, sign as indicated and pay for Eligible Loans return together with an executed copy of this Agreement (see “Execution Page”) as soon as possible and in a Portfolio hereunder shall be subject any event no later than 1:00 p.m. (Toronto time) on the date that is two Business Days prior to the following conditions precedentClosing Date: (a) if you are, or if applicable, the Eligible Loans beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of a province of Canada, schedule B, being the Certificate for Canadian Subscribers; and (b) if you are or, if applicable, the beneficial person for whom you are contracting hereunder is, a U.S. Subscriber, schedule C, being the Certificate for U.S. Accredited Investors. The obligation of the Corporation to sell the Purchased Securities to you is subject to, among other things, the conditions that: (a) you execute and return all documents required by applicable Securities Laws for delivery on your behalf, including the forms set out in schedules B and C attached hereto, as applicable, to Blackmont Capital Inc., on behalf of the PortfolioAgents, aggregated with as the other Eligible Loans that have been sold sale of the Purchased Securities by the Corporation to Purchaser you will not be qualified by Seller if appropriate, shall meet the requirements described in Section 3.1 hereofa prospectus or registration statement; (b) all representations, the representations and warranties and statements made by or on behalf of Seller contained in this Agreement you herein are true and correct when made and are true and correct on the Scheduled Sale DateClosing Date with the same force and effect as if they had been made on and as of such date; (c) any notification all covenants, agreements and conditions contained in this Agreement to be performed by you on or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition prior to the assignment of Eligible Loans Closing Date shall have been made performed or received and evidence thereof delivered to both Purchaser and the Trustee;complied with; and (d) all necessary regulatory approvals being obtained prior to the entire interest Closing Date. By returning this Agreement you consent to the filing by the Corporation of Seller in all documents required by applicable Securities Laws. If you are not subscribing for the Purchased Securities for your own account and you are not a portfolio manager purchasing as agent for accounts which are fully managed by you, each Eligible Loan shall have been duly assigned by endorsement, such endorsement to beneficial purchaser for whom you are contracting hereunder must be without recourse except purchasing the Purchased Securities as provided in Article V hereof; (e) the Seller shall, at principal for its own expense, indicate in its files that account and (unless you are an authorized agent with power to sign on behalf of the Student Loans sold on such date have been sold beneficial purchaser) must execute all documents required by applicable Securities Laws with respect to the Purchaser Purchased Securities being acquired by each such purchaser as principal. If you are signing as agent or pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee a power of attorney for the benefit of Subscriber, you have authority to bind the Registered OwnersSubscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws concerning the purchase of, the holding of, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairmanresale restrictions applicable to, the PresidentPurchased Securities. You acknowledge that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion. If this subscription is rejected, in whole or in part, you acknowledge that the Vice President or the Treasurer unused portion of the Seller aggregate Purchase Price will be returned to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderyou without interest.

Conditions of Purchase. PurchaserThe Corporation's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all A11 representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Corporation. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Corporation. (e) The Corporation and the Facility Agent shall receive an opinion of the Seller's counsel, dated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, in form and substance satisfactory to the Corporation, the Facility Agent and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller shalland constitutes the legal, at valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have xxxx duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its own expenseterms, indicate in its files that the Student Loans sold on such date have been sold (vi) to the Purchaser pursuant knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to this Agreement and pledged and assigned which the Seller is a party or by the Purchaser which it is bound or constitute a default thereunder, (vii) to the Trustee for the benefit knowledge of the Registered OwnersSeller's counsel, and the Seller shall deliver is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be trueeffective to create, correct in favor of the Corporation, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Corporation and complete the Seller are affiliates, that (A) if the Seller became a debtor under the United States Bankruptcy Code, 11 U. S. C. Sections 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Corporation and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Corporation or its assignees and (B) if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Corporation so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xi) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Corporation on or before the applicable Loan Purchase Date of the following documentation: Seller's general certificate in the form of Exhibit G hereto; Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financixx Xtatements evidencing the transfer from the Seller to the Trustee on behalf of the Corporation, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Corporation to its satisfaction, if either or both are requested by the Corporation or a party to the Financing Agreement; and UCC termination statements or releases, if any, releasing any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Corporation, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the form of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and delivery of a Loan Transfer Schedule as rxxxxred in Section 2(a) hereof. (h) Adequate funds are available to the Corporation from an indenture or other financing agreement relating to the Corporation's bonds and/or notes which will finance the purchase of FFELP Loans under this Loan Purchase Agreement. (i) Delivery by the Seller of a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant Corporation, Facility Agent and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the a certificate in the form attached as Annex A to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Datetrue sale/non-consolidation opinion of Kutak Rock LLP dated February 14, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2002.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC-1 Financinx Xxatements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Kutak Rock LLP, each Scheduled Sale Datedated October 8, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder2002.

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged delivered by the Seller and assigned constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the knowledge of the Seller's counsel, the Seller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the ability of the Seller to perform its obligations under this Loan Purchase Agreement, (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller are affiliates, that if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Purchaser and the proceeds therefrom as property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its assignees, (xi) if the Seller is the parent of the Purchaser, if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Purchaser so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate, and (xii) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Purchaser on or before the applicable Loan Purchase Date of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; xxxx of sale in the form of Exhibit D hereto; UCC Financing Statements evidencing the transfer from the Seller to the Trustee on behalf of the Purchaser, and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Trustee for Purchaser or a party to the benefit Financing Agreement; and UCC termination statements or releases, if any, to the extent necessary to release any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Purchaser, prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the Registered Ownersform of Exhibit A hereto with respect to FFELP Loans referred to in the xxxx of sale, and the Seller shall deliver delivery of a Loan Transfer Schedule as required in Section 2(a) hereof. (h) Adequate funds are available to the Purchaser a Schedule to finance the purchase of Student FFELP Loans certified under this Loan Purchase Agreement. (i) Delivery by the Chairman, the President, the Vice President or the Treasurer Seller of the Seller to be true, correct and complete a closing certificate dated as of the date thereof. Further, of the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student first sale of FFELP Loans sold hereunder in form and substance satisfactory to the Purchaser pursuant and Trustee and a certificate dated as of the date of the first sale of FFELP Loans hereunder of the certificates attached to this Agreement are owned by the Purchaser; and (f) prior to or on true sale/non-consolidation opinion and the perfection opinion of Xxxxx Xxxx LLP, each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdated as of approximately even date therewith.

Conditions of Purchase. Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 3.01 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

Conditions of Purchase. Purchaser's obligation In connection with your purchase of the Purchased Securities, you are requested to purchase return an executed copy of this Agreement as soon as possible and pay for Eligible Loans in a Portfolio hereunder shall be subject any event no later than 11:00 a.m. (Toronto time) on December 12, 2005, together with Schedule A, with respect to the following conditions precedent:registration and delivery instructions. (a) The obligation of the Eligible Loans Corporation to sell the Purchased Securities to you is subject to the conditions that: (i) you complete, execute and return this Agreement, together with Schedule A; (ii) the conditional approval of the Stock Exchange for the sale of the Purchased Securities shall have been obtained prior to the Closing Date; and (iii) trading in the PortfolioCommon Shares shall not have been suspended by the Stock Exchange. By returning this Agreement you consent to the filing by the Corporation of all documents required by the Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not deemed to be purchasing as principal pursuant to the Securities Laws, aggregated each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal for its own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser) must execute all documents required by the Securities Laws and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such purchaser as principal. If you are signing as agent or pursuant to a power of attorney for the Subscriber, you have authority to bind the Subscriber. You agree, and you agree to cause any purchaser for whom you are contracting hereunder, to comply with all Securities Laws and with the other Eligible Loans that have been sold to Purchaser by Seller if appropriatepolicies of the Stock Exchange concerning the purchase of, shall meet the requirements described in Section 3.1 hereof;holding of, and the resale restrictions applicable to, the Purchased Securities. (b) all representations, warranties and statements by or on behalf The obligation of Seller contained in this Agreement are true on the Scheduled Sale Subscriber to purchase the Purchased Securities from the Corporation is subject to the conditions that: (i) the conditional approval of the Stock Exchange for the sale of the Purchased Securities shall have been obtained prior to the Closing Date; (cii) any notification to or approval trading in the Common Shares shall not have been suspended by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the TrusteeStock Exchange; (diii) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsementCorporation has entered into a registration rights agreement containing terms and conditions satisfactory to the Subscriber, such endorsement to be without recourse except as provided in Article V hereofacting reasonably; (eiv) the Seller shallSubscriber has received legal opinions from Canadian and U.S. counsel for the Corporation, at its own expense, indicate such legal opinions to be in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered OwnersSubscriber, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaseracting reasonably; and (fv) prior to or on each Scheduled Sale Date, the Seller shall record Corporation has delivered a certificate dated the Closing Date executed by an officer of the Corporation confirming that the representations and file, warranties of the Corporation set forth in Section 6 hereof are true and correct as at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunderdate.

Conditions of Purchase. PurchaserThe Corporation's obligation to purchase and pay for the FFELP Loans hereunder by and through the Eligible Loans in a Portfolio hereunder Lender Trustee as of the date hereof and any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale date hereof and the applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or Guarantee a Guaranty Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Corporation. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Corporation. (e) The Corporation shall receive an opinion of the Seller's counsel, dated as of the date hereof covering each sale of FFELP Loans, in form and substance satisfactory to the Corporation and the Eligible Lender Trustee with respect to the Trust Agreement or Zions First National Bank as Eligible Lender Trustee with respect to the RBC Warehouse Loan Agreement, as applicable, to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller shalland constitutes the legal, at valid, binding and enforceable obligation of the Seller; (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have bxxx duly authorized, executed and delivered by the Seller; (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller; (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller; (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its own expense, indicate in its files that the Student Loans sold on such date have been sold terms; (vi) to the Purchaser pursuant knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to this Agreement and pledged and assigned which the Seller is a party or by the Purchaser which it is bound or constitute a default thereunder; (vii) to the Trustee for the benefit knowledge of the Registered OwnersSeller's counsel, and the Seller shall deliver is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer ability of the Seller to perform its obligations under this Loan Purchase Agreement; (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement; (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be trueeffective to create, correct in favor of the Corporation, a perfected valid security interest in the FFELP Loans subject to no prior liens; (x) if the Corporation and the Seller are affiliates, that (A) if the Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et seq., as amended (the "Bankruptcy Code"), (1) Xxxxxon 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Corporation and the proceeds therefrom as property of the bankruptcy estate of the Seller; and, therefore, (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Corporation or its assignees; and (B) if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Corporation so that the assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate; and (xi) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans to the Borrower as a pledge to secure a borrowing rather than a sale of the FFELP Loans. (f) Delivery by the Seller to the Corporation on or before the date hereof of the following documentation: Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D hereto; UCC 1 Financinx Xxatements evidencing the transfer from the Seller to the Corporation and the Eligible Lender Trustee on behalf of the Corporation, and UCC lien searches sufficiently in advance of the date hereof so as to permit review thereof by the Corporation to its satisfaction, if either or both are requested by the Corporation or a party to the Financing Agreement; and UCC termination statements or releases, if any, releasing any security interest granted by the Seller in any FFELP Loan. (g) Delivery by the Seller to the Corporation, (i) prior to the date hereof, of a complete Annex I listing the FFELP Loans previously transferred by the Seller to the Corporation; and (ii) prior to the Loan Purchase Date, of a fully executed and completed Loan Transfer Addendum substantially in the form of Exhibit A hereto with respect to FFELP Loans referred to in the bill of sale, and delivery of a Loan Transfer Schedule as rexxxxed in Section 2(a) hereof. (h) Adequate funds are available to the Corporation from an indenture, Trust Agreement or other Financing Agreement relating to the Corporation's borrowings which will finance the purchase of FFELP Loans under this Loan Purchase Agreement. (i) Delivery by the Seller of a closing certificate dated as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold hereof in form and substance satisfactory to the Purchaser pursuant to this Agreement are owned by Corporation and the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements Eligible Lender Trustee with respect to any previous liens on such Student Loans being sold the Trust Agreement or Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, and purchased hereundera certificate dated as of the date hereof of the a certificate in the form attached as Annex A to the true sale/non consolidation opinion of Kutak Rock LLP dated April 29, 2004.

Conditions of Purchase. The Purchaser's obligation to purchase acquire and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Purchaser Trustee as of any Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, All representations and warranties and statements by or on behalf of the Seller contained in this Loan Sale Agreement are shall be true in all material respects on the Scheduled applicable Loan Purchase Date (or such other date as is specifically set forth herein with respect to any such representation or warranty). (b) Execution (where required) and delivery by the Seller and the Seller Trustee to the Purchaser and the Purchaser Trustee on or before the Loan Purchase Date of the following completed documentation: (i) the Loan Transfer Addendum; (ii) a Seller's Closing Certificate dated as of the Loan Purchase Date substantially in the form of Exhibit B attached hereto and by this reference made a part hereof (and delivery of the documents described in Exhibit B) (a "Seller's Closing Certificate"); (iii) a Blanket Endorsement dated as of the Loan Purchase Date substantially in the form set forth in Exhibit C attached hereto and by this reference made a part hereof (a "Blanket Endorsement"); (iv) a Xxxx of Sale dated as of the Loan Purchase Date substantially in the form set forth in Exhibit D attached hereto and by this reference made a part hereof (a "Xxxx of Sale"); (v) UCC-1 Financing Statements evidencing the transfer from the Seller and the Seller Trustee to the Purchaser Trustee on behalf and at the written direction of the Purchaser and UCC lien searches sufficiently in advance of the Loan Purchase Date so as to permit review thereof by the Purchaser to its satisfaction, if either or both are requested by the Purchaser; and (vi) UCC termination statements or releases, if any, requested by the Purchaser releasing any security interest in one or more FFELP Loans to be purchased on the Loan Purchase Date;. (c) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (d) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementpursuant to a Blanket Endorsement, such endorsement to be without recourse except as provided in Article V Section 7 hereof;. (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement Physical custody and pledged and assigned by the Purchaser to the Trustee for the benefit possession of the Registered OwnersFFELP Loans (including, without limitation, all information and documentation which is described in a Seller's Closing Certificate) shall be transferred in the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned manner directed by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

Conditions of Purchase. PurchaserThe Corporation's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of the date hereof and any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true as of the date hereof and on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Corporation. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Corporation. (e) The Corporation and the Administrative Agent shall receive an opinion of the Seller's counsel, dated as of the date hereof covering each sale of FFELP Loans, in form and substance satisfactory to the Corporation, the Administrative Agent and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and delivered by the Seller shalland constitutes the legal, at its own expensevalid, indicate in its files that binding and enforceable obligation of the Student Loans sold on such date Seller, (ii) the blanket endorsement and bill of sale required by this Loan Purchase Agreement have been sold duly authorized, executed and delivered by the Seller, (iii) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, (iv) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (v) to the Purchaser pursuant knowledge of the Seller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller or any agreement or instrument to this Agreement and pledged and assigned which the Seller is a party or by the Purchaser which it is bound or constitute a default thereunder, (vi) to the Trustee for the benefit knowledge of the Registered OwnersSeller's counsel, and the Seller shall deliver is not a party to or bound by any agreement or instrument or subject to any charter or other corporate restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer ability of the Seller to be trueperform its obligations under this Loan Purchase Agreement, correct and complete as (vii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the date thereof. FurtherCurrency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (viii) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Corporation, a valid perfected security interest in the FFELP Loans subject to no prior liens, (ix) if the Corporation and the Seller hereby agrees are affiliates, that (A) if the computer files maintained Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller to the Corporation and the proceeds therefrom as Servicer will bear an indication reflecting property of the bankruptcy estate of the Seller and therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Corporation or its assignees and (B) if the Seller became a debtor under the Bankruptcy Code, a court would not disregard the separate identity of the Corporation so that the Student assets of the Seller would be consolidated with and become a part of the Seller's bankruptcy estate,(x) if the Seller is a bank or savings association the deposits of which are insured by the FDIC (a "Bank") and the FDIC were appointed as receiver or conservator of such Bank, a court would not recharacterize the transfer and assignment of the FFELP Loans sold to the Purchaser pursuant Borrower as a pledge to this Agreement are owned secure a borrowing rather than a sale of the FFELP Loans, and (xi) such other opinions as may be reasonably requested by the Purchaser; andCorporation, the Administrative Agent or the Trustee. (f) prior to or on each Scheduled Sale Date, Delivery by the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens the Corporation on such Student Loans being sold and purchased hereunder.or before the date hereof of the following documentation: Seller's general certificate in the form of Exhibit G hereto; Seller's Closing Certificate in the form of Exhibit B hereto; blanket endorsement in the form of Exhibit C hereto; bill of sale in the form of Exhibit D

Conditions of Purchase. The Purchaser's obligation to purchase and pay for Eligible the FFELP Loans in a Portfolio hereunder by and through the Trustee as of any applicable Loan Purchase Date shall be subject to each of the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all All representations, warranties and statements by or on behalf of the Seller contained in this Loan Purchase Agreement are shall be true on the Scheduled Sale applicable Loan Purchase Date;. (cb) any Any notification to or approval by the Secretary of Education or a Guarantee Agency required by the Higher Education Act or the a Guarantee Agreement as a condition to the assignment of Eligible the FFELP Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee;Purchaser. (dc) the The entire interest of the Seller in each Eligible FFELP Loan shall have been duly assigned by endorsementendorsement in the form set forth in Exhibit C hereto, such endorsement to be without recourse except as provided in Article V Section 6 hereof;. (d) Physical custody and possession of the FFELP Loans (including all information and documentation which is described in the Seller's Closing Certificate as specified in Exhibit B hereto) shall be transferred in the manner directed by the Purchaser. (e) The Purchaser shall receive an opinion of the Seller shallSeller's counsel, at its own expensedated as of the first Loan Purchase Date covering such first sale and any other sale of FFELP Loans, indicate in its files that the Student Loans sold on such date have been sold form and substance satisfactory to the Purchaser pursuant and the Trustee to the effect that (i) this Loan Purchase Agreement has been duly authorized, executed and pledged and assigned delivered by the Purchaser Seller and constitutes the legal, valid, binding and enforceable obligation of the Seller, (ii) the blanket endorsement and xxxx of sale required by this Loan Purchase Agreement have been duly authorized, executed and delivered by the Seller, (iii) with respect to all Insured Loans being acquired, the applicable Contract of Insurance has been duly authorized, executed and delivered by the Seller, (iv) with respect to all Guaranteed Loans being acquired, the applicable Guarantee Agreement has been duly authorized, executed and delivered by the Seller, and (v) assuming the due execution and delivery thereof, each FFELP Loan constitutes the legal, valid and binding obligation of the Borrower (and of each endorser, if any) thereof, enforceable in accordance with its terms, (vi) to the Trustee for the benefit knowledge of the Registered OwnersSeller's counsel, the execution and delivery of this Loan Purchase Agreement, the consummation of the transactions therein contemplated and compliance with the terms, conditions and provisions of this Loan Purchase Agreement do not and will not conflict with or result in a breach of any of the terms, conditions or provisions of the charter, articles or bylaws of the Seller shall deliver or any agreement or instrument to which the Seller is a party or by which it is bound or constitute a default thereunder, (vii) to the Purchaser a Schedule knowledge of Student Loans certified by the ChairmanSeller's counsel, the PresidentSeller is not a party to or bound by any agreement or instrument or subject to any charter or other corporation restriction or judgment, order, writ, injunction, decree, law, rule or regulation which may materially and adversely affect the Vice President or the Treasurer ability of the Seller to be trueperform its obligations under this Loan Purchase Agreement, correct and complete as (viii) no consent, approval or authorization of any government or governmental body, including, without limitation, the Federal Deposit Insurance Corporation ("FDIC"), the Comptroller of the date thereof. FurtherCurrency, the Board of Governors of the Federal Reserve System or any state bank regulatory agency, is required in connection with the consummation of the transactions contemplated in this Loan Purchase Agreement, (ix) this Loan Purchase Agreement shall constitute a security agreement under Nebraska law and shall be effective to create, in favor of the Purchaser, a perfected valid security interest in the FFELP Loans subject to no prior liens, (x) if the Purchaser and the Seller hereby agrees are affiliates, that if the computer files maintained Seller became a debtor under the United States Bankruptcy Code, 11 U.S.C. xx.xx. 101 et seq., as amended (the "Bankruptcy Code"), (1) Section 541(a)(1) of the Bankruptcy Code would not apply to deem the FFELP sold by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by and the Purchaser; and (f) prior to or on each Scheduled Sale Date, proceeds therefrom as property of the bankruptcy estate of the Seller shall record and file, at therefore (2) Section 362(a) of the bankruptcy Code would not apply to stay payment to the Purchaser or its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.assignees,