Common use of PURCHASE OF FFELP LOANS Clause in Contracts

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the applicable Loan Transfer Addendum substantially in the form set forth in Exhibit A heretohereto and all other Conveyed Property related to such FFELP Loans. Additional portfolios Portfolios of FFELP Loans and all other Conveyed Property related to such FFELP Loans may be purchased hereunder from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent related Loan Transfer Addendum for each such purchase of a portfolio substantially in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent Each such purchase of an additional a portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each portfolio of such FFELP Loan and all other Conveyed Property related to such FFELP Loans pursuant to a Loan Transfer Addendum shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), and execution and delivery by the Seller of the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller substantially in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the each FFELP Loans sold hereunder and that neither the Seller's interest in nor title to the such FFELP Loans shall thereafter become or be deemed property of the Seller for any purpose under applicable state or federal law, unless and until such FFELP Loan is repurchased by the Seller pursuant to the terms of this Loan Purchase Agreement. (b) Delivery and payment for the FFELP Loans and all other Conveyed Property related to the FELP Loans sold hereunder shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee and all other Conveyed Property related to the FFELP Loans sold hereunder at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible FFELP Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If The Seller originates or purchases a hereby agrees that it will not consolidate any FFELP Loan that the Seller sold to the Purchaser pursuant to this Agreement which is a consolidation loan under Section 428C of the Higher Education Act. In the event that the Seller consolidates any such FFELP Loan, and the proceeds of such the related consolidation loan are used to repay the principal and interest due on a such FFELP Loan sold by Loan, the Seller shall pay to the Purchaser hereunder, then Seller shall rebate liquidated damages in an amount equal to the premiums percentage of the premium paid by the Purchaser to the Seller in connection with the purchase of said such FFELP Loan by paying to the Purchaser an amount under this Agreement, which percentage is equal to the same percentage that the then outstanding principal balance of such FFELP Loan is of the principal balance of said such FFELP Loan then outstanding as was originally paid on it Loan Purchase Date hereunder (the "Liquidated Damages Sum"). The parties hereto agree that (a) the Purchaser's actual damages resulting from such consolidation by the Seller would be difficult to calculate, (b) that the Liquidated Damages Sum is a reasonable estimate of such actual damages and (c) the Liquidated Damages Sum shall constitute liquidated damages, and not a penalty, forfeiture or return of any portion of the purchase price for such FFELP Loan. The parties hereto agree that payment of the Liquidated Damages Sum by the Seller to the Purchaser shall be the sole and exclusive remedy of the Purchaser and the Trustee for any consolidation of such FFELP Loan by the Seller in breach of this breach of this paragraph, and the Purchaser and the Trustee hereby waive any other claim either may have resulting from such breach, including, without limitation any claim for indemnification or consequential and incidental damages incurred by the Purchaser thereforor the Trustee.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the applicable Loan Transfer Addendum substantially in the form set forth in Exhibit A heretohereto and all other Conveyed Property related to such FFELP Loans. Additional portfolios Portfolios of FFELP Loans and all other Conveyed Property related to such FFELP Loans may be purchased hereunder from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent related Loan Transfer Addendum for each such purchase of a portfolio substantially in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent Each such purchase of an additional a portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each portfolio of such FFELP Loan and all other Conveyed Property related to such FFELP Loans pursuant to a Loan Transfer Addendum shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller of the blanket endorsement and bill of sale substantially in the forms set forth in Exhibits C Exhibitx X and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the each FFELP Loans sold hereunder and that neither the Seller's interest in nor title to the such FFELP Loans shall thereafter become or be deemed property of the Seller for any purpose under applicable state or federal law, unless and until such FFELP Loan is repurchased by the Seller pursuant to the terms of this Loan Purchase Agreement. (b) Delivery and payment for the FFELP Loans and all other Conveyed Property related to the FELP Loans sold hereunder shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee and all other Conveyed Property related to the FFELP Loans sold hereunder at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible FFELP Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If The Seller originates or purchases a hereby agrees that it will not consolidate any FFELP Loan that the Seller sold to the Purchaser pursuant to this Agreement which is a consolidation loan under Section 428C of the Higher Education Act. In the event that the Seller consolidates any such FFELP Loan, and the proceeds of such the related consolidation loan are used to repay the principal and interest due on a such FFELP Loan sold by Loan, the Seller shall pay to the Purchaser hereunder, then Seller shall rebate liquidated damages in an amount equal to the premiums percentage of the premium paid by the Purchaser to the Seller in connection with the purchase of said such FFELP Loan by paying to the Purchaser an amount under this Agreement, which percentage is equal to the same percentage that the then outstanding principal balance of such FFELP Loan is of the principal balance of said such FFELP Loan then outstanding as was originally paid on it Loan Purchase Date hereunder (the "Liquidated Damages Sum"). The parties hereto agree that (a) the Purchaser's actual damages resulting from such consolidation by the Seller would be difficult to calculate, (b) that the Liquidated Damages Sum is a reasonable estimate of such actual damages and (c) the Liquidated Damages Sum shall constitute liquidated damages, and not a penalty, forfeiture or return of any portion of the purchase price for such FFELP Loan. The parties hereto agree that payment of the Liquidated Damages Sum by the Seller to the Purchaser shall be the sole and exclusive remedy of the Purchaser and the Trustee for any consolidation of such FFELP Loan by the Seller in breach of this breach of this paragraph, and the Purchaser and the Trustee hereby waive any other claim either may have resulting from such breach, including, without limitation any claim for indemnification or consequential and incidental damages incurred by the Purchaser thereforor the Trustee.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Financing Agreement and the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject During the Pre-Funding Period (as defined in the Financing Agreement), and subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution executxxx and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Eligible Lender Trust Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell (i) has sold to the Eligible Lender Trustee, acting on behalf of the PurchaserCorporation, and the PurchaserCorporation, acting by and through the Eligible Lender Trustee under the applicable Trust Agreement or Eligible Loan Trust Agreement, has purchased from the Seller the FFELP Loans which are Eligible Loans and specified in Annex I to this Loan Purchase Agreement; and (ii) agrees to sell to the Eligible Lender Trust Agreement Trustee, acting on behalf of the PurchaserCorporation, and the Corporation, acting by and through the Eligible Lender Trustee under the Trust Agreement or Eligible Lender Trust Agreement, as applicable, on behalf of the Corporation, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser Corporation by and through the Eligible Lender Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser Corporation all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the PurchaserCorporation, not less than five (5) 30 days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser Corporation of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Eligible Lender Trustee on behalf of the Purchaser Corporation constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the PurchaserCorporation, and the PurchaserCorporation, acting by and through the Trustee under the Warehouse Agreement or Eligible Lender Trust Agreement Agreement, as applicable, on behalf of the PurchaserCorporation, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser Corporation by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser Corporation all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the PurchaserCorporation, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser Corporation of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller (in the forms set forth in Exhibits C and D hereto, respectively). It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser Corporation constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the PurchaserCorporation. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser Corporation agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof and accrued and unpaid interest thereon on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Warehouse Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser Corporation of any FFELP Loan, be required to pay to the Purchaser Corporation on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the PurchaserCorporation. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the PurchaserCorporation, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser Corporation hereunder, then Seller shall rebate the premiums premiums, if any, paid by the Purchaser Corporation to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser Corporation an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser Corporation therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller, acting by and through the Seller Trustee, agrees to sell to the Purchaser Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Purchaser Trustee under the Eligible Lender Purchaser Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum Certificate in the form set forth in Exhibit A hereto. A. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Purchaser Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum Certificate for each such purchase of a portfolio in the form set forth in Exhibit A heretoA, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum Certificate pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days one business day prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing a Loan Transfer Certificate in the form of Exhibit B hereto A hereof (and delivery of the documents described in Section 8 of Exhibit B heretoA), the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller parties to this Loan Purchase Agreement that the transfer from the Seller to the Purchaser Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum Certificate pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Purchaser Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued determined pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum Certificate as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to If the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by the Seller to the Purchaser hereunder, then the Seller shall rebate the unamortized premiums paid by the Purchaser to the Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser thereforLoan.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Financing Agreement and the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution execuxxxx and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0______% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's ’s Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "“Loan Purchase Date"”) to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's ’s cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Financing Agreement and the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0101.72% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the applicable Loan Transfer Addendum substantially in the form set forth in Exhibit A heretohereto and all other Conveyed Property related to such FFELP Loans. Additional portfolios Portfolios of FFELP Loans and all other Conveyed Property related to such FFELP Loans may be purchased hereunder from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent related Loan Transfer Addendum for each such purchase of a portfolio substantially in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent Each such purchase of an additional a portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five (5) days prior to the applicable Loan Purchase Date. Consummation of the sale of each portfolio of such FFELP Loan and all other Conveyed Property related to such FFELP Loans pursuant to a Loan Transfer Addendum shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), and execution and delivery by the Seller of the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller substantially in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the each FFELP Loans sold hereunder and that neither the Seller's interest in nor title to the such FFELP Loans shall thereafter become or be deemed property of the Seller for any purpose under applicable state or federal law, unless and until such FFELP Loan is repurchased by the Seller pursuant to the terms of this Loan Purchase Agreement. (b) Delivery and payment for the FFELP Loans and all other Conveyed Property related to the FELP Loans sold hereunder shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee and all other Conveyed Property related to the FFELP Loans sold hereunder at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible FFELP Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell (i) has sold to the Eligible Lender Trustee, acting on behalf of the PurchaserCorporation, and the PurchaserCorporation, acting by and through the Eligible Lender Trustee under the applicable Trust Agreement or Eligible Loan Trust Agreement, has purchased from the Seller the FFELP Loans which are Eligible Loans and specified in Annex I to this Loan Purchase Agreement; and (ii) agrees to sell to the Eligible Lender Trust Agreement Trustee, acting on behalf of the PurchaserCorporation, and the Corporation, acting by and through the Eligible Lender Trustee under the Trust Agreement or Eligible Lender Trust Agreement, as applicable, on behalf of the Corporation, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser Corporation by and through the Eligible Lender Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser Corporation all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the PurchaserCorporation, not less than five (5) 30 days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser Corporation of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Eligible Lender Trustee on behalf of the Purchaser Corporation constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Financing Agreement and the Eligible Lender Trust Agreement on behalf of the Purchaser, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the Purchaser, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0101.0462% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the Purchaser, and the Purchaser, acting by and through the Trustee under the Eligible Lender Trust Agreement on behalf of the Purchaser, Purchaser agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule and a Loan Portfolio Statistical Schedule to the Purchaser, not less than five thirty (530) days (or such lesser number of days as shall be mutually agreeable to the Purchaser and the Seller) prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser of the Seller's ’s Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), and the blanket endorsement and xxxx of sale as well as execution and delivery by the Seller (in the forms set forth in Exhibits C and D hereto, respectively). It is the intention of the Seller, and the Seller represents and warrants that it is the intention of the Trustee, that the transfer from the Seller to and the Trustee on behalf of to the Purchaser constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller or the Trustee for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "“Loan Purchase Date"”) to be specified by the Purchaser. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof and accrued and unpaid borrower interest thereon on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing AgreementDate, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Purchaser shall retain in escrow that portion of the Purchase Price equal to the unguaranteed risk share (2-3%) in accordance with the terms of that certain Assurance Commitment Agreement of even date herewith (the “Assurance Commitment Agreement”) among Purchaser, Nelnet, Inc., Farmers & Merchants Investment Inc. (and certain individual shareholders thereof). The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, and offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education Education, or otherwise paying to the Secretary of Education, with respect to each FFELP Loan sold hereunder, the entire amount of (1) any lender origination fee or lender loan fee required under the Higher Education Act, (2) any borrower origination fee which is authorized to be charged by the Higher Education Act, and (3) any amounts due the Secretary of Education by reason of Section 427A(i) or Section 438(b)(2)(I)(v) of the Higher Education Act with respect to or any successor provision or provision of similar import (collectively, the FFELP Loans sold hereunder“Fees and Rebatable Amounts”). Additionally, the Seller shall, as a condition to the purchase by the Purchaser of any FFELP Loan, be required to pay to the Purchaser on the Loan Purchase Date (by netting any such amount against the purchase price otherwise payable) the amount of any such origination fee Fees and Rebatable Amounts which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee Purchaser in connection with such FFELP Loans shall would be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's ’s cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the Purchaser. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the Purchaser, by and through the Trustee, Purchaser all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education ActConsolidation Loan, and the proceeds of such consolidation loan Consolidation Loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser hereunder, then Seller shall rebate the premiums premiums, if any, paid by the Purchaser to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser therefor. (f) The Eligible Loans purchased pursuant to this Loan Purchase Agreement shall not be subject to any obligation by Purchaser to sell the same pursuant to that certain Amendment of Agreements dated as of February 4, 2005 between National Education Loan Network, Inc. and Purchaser. (g) Purchaser shall honor all Borrower incentive or benefit programs originally represented as being available to a Borrower, including without limitation all benefits or incentives for which the Borrower has qualified as well as all benefits or incentives that were represented as being available but for which the Borrower has not yet qualified (but qualifies for following the Loan Purchase Date).

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the PurchaserCorporation, and the PurchaserCorporation, acting by and through the Trustee under the Eligible Lender Trust Financing Agreement on behalf of the PurchaserCorporation, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser Corporation by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser Corporation all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the PurchaserCorporation, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser Corporation of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in Sellex xx the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser Corporation constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the PurchaserCorporation. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser Corporation agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser Corporation of any FFELP Loan, be required to pay to the Purchaser Corporation on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the PurchaserCorporation. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the PurchaserCorporation, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser Corporation hereunder, then Seller shall rebate the premiums paid by the Purchaser Corporation to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser Corporation an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser Corporation therefor.

PURCHASE OF FFELP LOANS. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Seller agrees to sell to the Trustee, acting on behalf of the PurchaserCorporation, and the PurchaserCorporation, acting by and through the Trustee under the Trust Agreement or Eligible Lender Trust Agreement Agreement, as applicable, on behalf of the PurchaserCorporation, agrees to buy from the Seller, a portfolio of FFELP Loans which are Eligible Loans in the aggregate unpaid principal amount as set forth in the Loan Transfer Addendum in the form set forth in Exhibit A hereto. Additional portfolios of FFELP Loans may be purchased from the Seller hereunder by the Purchaser Corporation by and through the Trustee from time to time in the future, if the parties hereto execute and deliver a subsequent Loan Transfer Addendum for each such purchase of a portfolio in the form set forth in Exhibit A hereto, reflecting the aggregate unpaid principal balance of Eligible Loans contained in such portfolio and the Loan Purchase Date, and if the Seller executes and delivers to the Purchaser Corporation all documents required under Section 4 hereof as of the applicable Loan Purchase Date. Any subsequent purchase of an additional portfolio of FFELP Loans shall be governed in all respects by this Loan Purchase Agreement together with the Loan Transfer Addendum pertaining to such portfolio. The Seller shall deliver a Loan Transfer Schedule to the PurchaserCorporation, not less than five thirty (530) days prior to the applicable Loan Purchase Date. Consummation of the sale of each FFELP Loan shall require execution and delivery to the Purchaser Corporation of the Seller's Closing Certificate in the form of Exhibit B hereto (and delivery of the documents described in Exhibit B hereto), the blanket endorsement and xxxx bill of sale as well as execution and delivery by the Seller in the forms set forth in Exhibits C and D hereto, respectively. It is the intention of the Seller that the transfer from the Seller to the Trustee on behalf of the Purchaser Corporation constitutes a true sale of the FFELP Loans hereunder and that neither the interest in nor title to the FFELP Loans shall become or be deemed property of the Seller for any purpose under applicable state or federal law. (b) Delivery and payment for the FFELP Loans shall take place at a location and on a date (the "Loan Purchase Date") to be specified by the PurchaserCorporation. The applicable Loan Purchase Date shall not be later than the date set forth in the Loan Transfer Addendum pertaining to such FFELP Loans. (c) Subject to the terms and conditions of this Loan Purchase Agreement, the Purchaser Corporation agrees to purchase the FFELP Loans by and through the Trustee at a price equal to 100.0100% of the outstanding unpaid principal amount thereof on the Loan Purchase Date with proceeds from the obligations issued pursuant to the Financing Agreement, or such other amount agreed upon and specified in the Loan Transfer Addendum as set forth in Exhibit A. The Seller shall be responsible for reporting to the Secretary of Education and, if required by the provisions of the Higher Education Act, offsetting against Interest Subsidy Payments and Special Allowance Payments made to the Seller by the Secretary of Education the entire amount of any origination fee which is authorized to be charged by the Higher Education Act with respect to the FFELP Loans sold hereunder. Additionally, the Seller shall, as a condition to the purchase by the Purchaser Corporation of any FFELP Loan, be required to pay to the Purchaser Corporation on the Loan Purchase Date the amount of any such origination fee which has not at that time been used to offset such Special Allowance Payments or Interest Subsidy Payments, to the extent that the Special Allowance Payments or Interest Subsidy Payments received by the Trustee in connection with such FFELP Loans shall be affected. Seller shall continue due diligence servicing in compliance with the Higher Education Act, at Seller's cost, up to the applicable Loan Purchase Date; thereafter, servicing shall be paid for by, and shall be the responsibility of, the PurchaserCorporation. (d) Subject to the terms and conditions of this Loan Purchase Agreement, Seller shall sell to the PurchaserCorporation, by and through the Trustee, all Eligible Loans made to the same Borrower(s) which are held by or on behalf of Seller (serial loans). (e) If Seller originates or purchases a FFELP Loan which is a consolidation loan under Section 428C of the Higher Education Act, and the proceeds of such consolidation loan are used to repay the principal and interest due on a FFELP Loan sold by Seller to the Purchaser Corporation hereunder, then Seller shall rebate the premiums paid by the Purchaser Corporation to Seller in connection with the purchase of said FFELP Loan by paying to the Purchaser Corporation an amount equal to the same percentage of the principal balance of said FFELP Loan then outstanding as was originally paid by the Purchaser Corporation therefor.