Common use of Other Provisions Clause in Contracts

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. ​ (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware., unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. ​ (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.. ​ (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company.Company and/or its subsidiaries. ​ (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.. ​ (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank.]

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cb) This Nothing contained in this Agreement shall not be deemed an confer upon Indemnitee (including, for the avoidance of doubt, any Employee Officer) any right with respect to the continuation of Indemnitee’s employment contract between with, or provision of services for, any entity within the Company and IBEX Group of Companies, as applicable, or interfere in any Indemnitee who is an officer way with the right of any entity within the CompanyIBEX Group of Companies, andas applicable, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time to terminate such employment or services for any reason, with or without cause, and with or without severance compensationseverance, except as may be otherwise provided in a separate written contract between the Indemnitee and any entity within the CompanyIBEX Group of Companies. (dc) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (ed) This No supplement, modification, amendment or termination of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by all parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver and no waiver will be effective unless it is in writing and signed by the waiving party. (e) The parties hereto agree that Appendices A and B hereto form an integral part of this Agreement with respect to the subject matter hereof. (f) Unless otherwise specified, references to the term “Section” are references to the Sections of this Agreement, and references to the term “Article” are references to the Articles of the Procedural Appendix. [Signature page follows.]

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard as applied to the laws of any other jurisdiction that might contracts between Delaware residents entered into and to be applied because of conflicts of laws principles of the State of performed entirely within Delaware. (b) For purposes of any claims or proceedings to enforce this Agreement, the Company consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the states of Delaware and Missouri, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim. (c) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cd) This Agreement agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (de) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (ef) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement The following provisions and all disputes or controversies arising out of or related terms shall apply to this Agreement shall MOA. A. This MOA is to be governed by, and construed in accordance with, with the internal laws of the State of DelawareCalifornia. Any action at law or in equity brought by any of the Parties shall be brought in a court of competent jurisdiction within the Party’s County that files an action against another Party for a breach of this MOA, without regard and the Parties hereto waive all provisions of law providing for change of venue in such proceedings to any other county. B. If any provision of this MOA is held by a court to be invalid, void or unenforceable, the remaining provisions shall be declared severable and shall be given full force and effect to the laws extent possible. C. This MOA is the result of negotiations between the Parties hereto and with the advice and assistance of their respective counsels. No provision contained herein shall be construed against any Party because of its participation in preparing this MOA. D. Any waiver by a Party of any breach by the other of any one or more of the terms of this MOA shall not be construed to be a waiver of any subsequent or other breach of the same or of any other jurisdiction that might be applied because term hereof. Failure on the part of conflicts of laws principles any of the State respective Parties to require from the others exact, full and complete compliance with any terms of Delawarethe MOA shall not be construed to change the terms hereof or to prohibit the Party from enforcement hereof. (b) E. This Agreement MOA may be executed and delivered in two any number of counterparts or more counterpartscopies, all of which hereinafter called "Counterpart," by the Parties hereto. When each Party has signed and delivered at least one Counterpart to the other parties hereto, each Counterpart shall be considered deemed an original and, taken together, shall constitute one and the same instrument MOA, which shall be binding and shall become effective when one or more counterparts have been signed as to the Parties hereto. F. This MOA is intended by each the Parties hereto as their final expression with respect to the matters herein, and is a complete and exclusive statement of the parties terms and delivered to the other partyconditions thereof. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. The Parties further agree that unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard giving effect to the principles of conflict of laws thereof; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without the written consent of the other Party and any such attempt shall be void; (e) this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement shall affect, limit or restrict either Party's right to engage in any business in any place and at any time whatsoever provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (h) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party and will otherwise become effective on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bi) This this Agreement may be executed in two counterparts; and (j) signatures exchanged by facsimile or more counterparts, PDF are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) Notwithstanding any other provision of this Agreement, in the event that the Indemnitee elects, as an alternative to the procedures specified in this Agreement, to follow one of the procedures authorized by applicable corporate law or statute to enforce his or her rights under this Agreement and notifies the Company of his or her election, the Company agrees to follow the procedure so elected by the Indemnitee. If in accordance with the preceding sentence, the procedure therefor contemplated herein or the procedure elected by the Indemnitee in any specific circumstances (or such election by the Indemnitee) shall be invalid or ineffective in bringing about a valid and binding determination of the entitlement of the Indemnitee to indemnification or advancement of Expenses under this Agreement, the most nearly comparable procedure authorized by applicable corporate law or statute shall be followed by the Company and the Indemnitee. (c) the Company may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit, surety bonds and/or other similar arrangements) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses pursuant to this Agreement. (d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (ce) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (df) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (eg) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. 21.1 Subject to the prevailing severance policy in force at the time, the Executive will have no claim against the Company (aor any other Group Company) This Agreement and all disputes or controversies arising out of the termination of this agreement if: 21.1.1 termination is by reason of reconstruction or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed amalgamation whether by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between winding up the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)otherwise, and the Indemnitee shall execute all papers required Executive is offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation and shall do everything the parties agree that may be necessary this is of substantially the same nature to secure such rightshis appointment under this agreement and is on terms which when taken as a whole are no less favourable to the Executive than those contained in this agreement; or 21.1.2 in relation to any provision in any articles of association, including agreement or arrangement which has the execution effect of such documents necessary requiring the Executive to enable the Company effectively sell or give up any shares, securities, options or rights at any price or which causes any options or other rights granted to bring suit him to enforce such rightsbecome prematurely exercisable or to lapse. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. 21.2 No failure or delay to exercise, or other relaxation or indulgence granted in relation to, any power, right or remedy under this agreement of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no of it or impair or prejudice it nor shall any single or partial exercise or waiver of any such power, right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall remedy preclude any other or its further exercise thereof or the exercise of any other power, right or powerremedy. 21.3 There are no collective agreements in force which affect this agreement. 21.4 The parties recognise that during the normal course of his employment, the Executive will be required to make statements, directly or indirectly, written or oral, to, and/or provide material for publication by, television, radio, film or other similar media and/or write article(s) for the press or otherwise for publication on matters relating to the business and affairs of the Company (or any other Group Company) and/or matters relating to any customer, client or connection of the Company or any other Group Company). The Executive however recognises that such activities should be agreed with his Line Manager on either a case by case or “blanket” basis according to the type of activity and explicitly that where comment is to be made on the financial performance of the Group Company such comment will need the prior approval of the Line Manager or his nominee. 21.5 This agreement may be executed in 2 counterparts, each of which shall be deemed an original and which shall together constitute one and the same document. 21.6 If this agreement is executed in 2 counterparts, it shall be deemed to be delivered and shall have effect when a) each party has signed a counterpart of this deed; b) each party has handed over such counterpart to the other party to this deed; and c) each of the counterparts has been dated. 21.7 The Company acknowledges and declares itself trustee of the obligations and covenants given in this agreement insofar as they are expressed to be for the benefit of any other Group Company and holds them on trust for the absolute benefit of any such Group Company and the Executive covenants with the Company in its capacity as such trustee to observe and perform each of such obligations and covenants. 21.8 No variation of this agreement will be effective unless agreed in writing by or on behalf of both parties.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts its conflict of laws principles rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 10 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of DelawareDelaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant to Section 20 of this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the state for any purpose except as provided above, and shall not be deemed to confer rights on any person other than the parties to this Agreement. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement and all disputes A failure or controversies arising out delay on the part of either party to enforce any right, power or related to privilege in respect of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate construed as a waiver thereof, of its rights to do so and no a single or partial exercise of any such right right, power or power, or any abandonment or discontinuance of steps privilege will not be presumed to enforce such right or power, or any course of conduct, shall preclude any other subsequent or further exercise thereof of that right, power or privilege or the exercise of any other right right, power or powerprivilege; (b) this Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties; (c) in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby; (d) except as expressly provided herein, no waiver, amendment, supplement or other variation of or addition to the terms, conditions or provisions of this Agreement whatsoever shall be valid unless in writing signed by the parties; (e) time shall be of the essence under any Option; (f) the parties agree that each may electronically record all telephonic conversations between trading, operations and marketing personnel of the parties and their Affiliates, agrees to give notice to such personnel of it and its Affiliates that their calls will be recorded, and agrees that in any Proceedings, it will not object to the introduction of such recordings in evidence on the grounds that consent was not properly given; and (g) when used in this Agreement, the terms “it” and “its” shall be deemed replaced with the appropriate masculine or feminine counterparts when used in reference to a natural person, the terms “we” and “us” shall refer to UBS or the Transacting Branch, as appropriate, and the term “you” shall refer to the Counterparty.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (ed) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No amendment, alteration or repeal of this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. (e) No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) 7.1 All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any Party’s rights in relation to this Agreement. All rights and remedies conferred on a Party under this Agreement are cumulative and are additional to, and not exclusive of, any rights or remedies provided by law or otherwise available at any time to such Party. 7.2 This Agreement, and the documents referred to in it, constitute the entire agreement, and supersede any previous agreement, between the Parties in relation to the subject matter of this Agreement and all disputes provided that this Clause 7.2 shall not operate to exclude or controversies limit any liability arising out from fraudulent misrepresentation. 7.3 Any Party may, in its discretion, in whole or in part release, compound or compromise, or waive its rights or grant time or indulgence in respect of, any liability to it under this Agreement without in any way prejudicing or affecting the liability of or related its rights against any other Party in respect of the same or alike liability. 7.4 Neither the single or partial exercise or temporary or partial waiver by any Party of any right, nor the failure by any Party to exercise in whole or in part any right or to insist on the strict performance of any provision of this Agreement, nor the discontinuance, abandonment or adverse determination of any proceedings taken by any Party to enforce any right or any such provision, shall (except for the period or to the extent covered by any such temporary or partial waiver) operate as a waiver of, or preclude any exercise or enforcement or (as the case may be) any further or other exercise or enforcement by the relevant Party of, that or any other right or provision. 7.5 The giving by any Party of any consent to any act which by the terms of this Agreement requires shall not prejudice the right of the relevant Party to withhold or give consent to the doing of any similar act. 7.6 No purported alteration of this Agreement shall be governed byeffective unless it is in writing, refers to this Agreement and is duly executed by each Party. 7.7 Each provision of this Agreement is severable and distinct from the others. The Parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If any such provision is or at any time becomes to any extent invalid, illegal or unenforceable under any enactment or rule of law, it shall to that extent be deemed not to form part of this Agreement but (except to that extent in the case of that provision) it and all other provisions of this Agreement shall continue in full force and effect and their validity, legality and enforceability shall not be thereby affected or impaired. 7.8 None of the Parties shall be entitled to assign the benefit of any rights under this Agreement without the prior written consent of the other Parties. 7.9 Notwithstanding the Contracts (Rights of Third Parties) Ordinance, Chapter 623 of the Laws of Hong Kong, and/or any comparable law in any jurisdiction, this Agreement is personal to and is made solely for the benefit of the Parties, and construed in accordance with, the internal laws shall not create or give any rights to or purport to confer any benefits on any third parties whatsoever. The application of the State Contracts (Rights of DelawareThird Parties) Ordinance and/or any comparable law in any jurisdiction giving to or conferring on third parties the right to enforce any term of this Agreement is expressly excluded, without regard and no term of this Agreement is, or is intended to be, enforceable by any person not being a party to it. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarethird party. (b) 7.10 This Agreement may be executed in two or more any number of counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered executed counterparts, when duly exchanged or delivered, shall be deemed to the other partybe an original, but, taken together, shall constitute one instrument. (c) 7.11 This Agreement shall not be deemed an employment contract between binding on and shall ensure for the Company and any Indemnitee who is an officer benefit of the Company, and, if the Indemnitee is an officer successors in title of each Party. 7.12 Time shall be of the Companyessence of this Agreement as regards any time, date or period fixed by this Agreement for the Indemnitee specifically acknowledges that performance of any obligation by any of the Indemnitee may be discharged at Parties whether as originally fixed or as altered in any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise manner provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section ‎12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. [The remainder of this page is intentionally left blank.]

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareDelaware , unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Signatures by electronic means shall have the same legal effect, validity, enforceability and admissibility as handwritten signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareTexas, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareTexas, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Signatures by electronic means shall have the same legal effect, validity, enforceability and admissibility as handwritten signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (A) Neither party may assign this Agreement without the written consent of the other party, provided, however, that BARD PERIPHERAL VASCULAR may assign this Agreement, upon notice to, but without the consent of, Purchaser to: (a) This Agreement and any BARD PERIPHERAL VASCULAR Affiliate; (b) any person or entity which purchases substantially all disputes of its stock or controversies arising out substantially all of its assets relating to its vascular graft business; or related to this Agreement shall be governed by, and construed in accordance with, the internal laws (c) any successor by way of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaremerger or consolidation. (bB) A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding payment of money or confidentiality) caused by any event reasonably beyond the control of such party including, but not limited to, wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other Act of God, or any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental agency, provided that the party seeking such relief from nonperformance makes reasonable efforts to overcome any such occurrences and promptly notifies the other party in writing of such circumstances. (C) This Agreement may be executed in two or more counterparts, contains all of which shall be considered one the terms and conditions with respect to the same instrument sale and shall become effective when one or more counterparts have been signed by each purchase of the Components. These terms and conditions supercede any prior agreements and no modifications of the Agreement will be binding on the parties unless separately contracted in writing and delivered agreed to by duly authorized representatives of the parties. Waiver of either party of any default by the other party. (c) This Agreement shall not be deemed an employment contract between a waiver by such party of any default by the Company other that may thereafter occur. (D) Nothing in this Agreement is intended to create any rights by persons not a party to this Agreement and no other party will be construed to be a third party beneficiary of this Agreement or otherwise have any Indemnitee who legal or equitable rights under it. This Agreement does not constitute the grant of a license to Purchaser. (E) If any part of this Agreement is an officer of the Companyheld by a court to be illegal, andinvalid, if the Indemnitee is an officer of the Companyor unenforceable, the Indemnitee specifically acknowledges that remainder of this Agreement will remain in full force and effect and will be interpreted to achieve, to the Indemnitee may greatest extent possible, the objectives of this Agreement taken as a whole, including the illegal, invalid or unenforceable provision. (F) All notices required or permitted under this Agreement will be discharged at in writing and will be deemed to be given when delivered personally; or ten (10) business days after being mailed by registered or certified mail, postage prepaid; when received if sent by any time other method (including air courier) which provides for any reasona signed receipt upon delivery; and when received if sent by facsimile transmission, with addressed as follows, or without cause, and with to such other person or without severance compensation, except address as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated designated by notice to the extent of such payment other party from time-to-time. If to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)Purchaser: Attention: CEO CABG Medical, and the Indemnitee shall execute all papers required and shall do everything that may be necessary Inc. 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ If to secure such rightsBARD PERIPHERAL VASCULAR: BARD PERIPHERAL VASCULAR, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amendedInc. Attention: President 1▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, modified▇▇▇▇▇▇▇ ▇▇▇▇▇ With a copy to: C. ▇. ▇▇▇▇, or supplemented in any mannerInc. Attention: General Counsel 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.New Jersey 07974

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) The Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver. (d) This Agreement and all disputes or controversies arising out of or related to this Loan Purchase Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsNebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: Nelnet Student Loan Trust 2004-4 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to the Trustee at: Zions First National Bank Corporate Trust Division ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (i) This Loan Purchase Agreement may not be amendedterminated by either party hereto except in the manner and with the effect herein specifically provided for. (j) Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, modifiedin whole or in part. (l) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or supplemented existing at law or in any mannerequity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure or delay the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of either party in exercising any this Loan Purchase Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no single duties or partial exercise obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the Purchaser to the Indenture Trustee, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any such right duties or powerobligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or any abandonment or discontinuance the Indenture Trustee shall be for the benefit of steps and run directly to, the Trustee and the Indenture Trustee, and the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or powerobligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the Indenture Trustee forecloses on its security interest on the Eligible Loans, or any course then the Indenture Trustee shall assume all duties and obligations of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerPurchaser hereunder.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company company and any Indemnitee who is an officer of the Companycompany, and, if the Indemnitee is an officer of the Companycompany, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companycompany. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively company to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (f) All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if: (a) actually received; or (b) mailed by certified or registered mail, postage prepaid, on the third business day after the date on which it is so mailed. Notices, requests and demands pursuant to this Agreement shall be provided to: the company (to the attention of the General Counsel, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and the Chief Financial Officer, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; with a copy to ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 31st Floor, San Francisco, CA 94104. (g) This Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company Corporation and any Indemnitee who is an officer of the CompanyCorporation, and, if the Indemnitee is an officer of the CompanyCorporation, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCorporation. (d) In the event of payment under this Agreement, the Company Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company Corporation effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareNevada, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareNevada, unless, if the Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by or on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes any dispute, controversy or controversies proceeding arising out of or related relating to this Agreement or the subject matter hereof or the relationship among the parties hereto in connection herewith (in each case whether in contract, tort, common or statutory law, equity or otherwise) shall be governed by, and construed in accordance with, by the internal substantive laws of the State of Delaware, Nevada without regard to the laws conflict of law principles thereof or of any other jurisdiction that might be applied because of conflicts would cause the application of laws principles of any jurisdiction other than those of the State of DelawareNevada. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall is not be deemed an employment contract agreement between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without causeIndemnitee, and with or without severance compensation, except as may be otherwise provided nothing in a separate written contract between this Agreement obligates the Company to continue Indemnitee and the Companyin Indemnitee’s Official Capacity. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification, or amendment of this Agreement will be binding unless executed in writing signed by both parties hereto. No waiver of any of the provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar). A waiver made in a signed writing on one occasion is effective only in that instance and does not constitute a waiver on any future occasion or instance. (f) Any dispute, controversy, proceeding or claim arising out of or relating to: (i) this Agreement or the subject matter hereof, (ii) the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, or (iii) the relationship among the parties hereto or thereto, in each case, whether in contract, tort, common or statutory law, equity or otherwise (collectively, a “Dispute”), shall be brought exclusively in either (x) the United States District Court for the Southern District of New York, to the extent that such court has subject matter jurisdiction, or (y) the Commercial Division of the Supreme Court of the State of New York in the County of New York (or if such court lacks subject matter jurisdiction, in the courts of the State of New York in the County of New York) (the “Designated Court”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Designated Court and agrees that it will not bring any action whether in tort, contract, common or statutory law, equity or otherwise arising out of or relating to this Agreement or the subject matter hereof in any court other than the Designated Court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the Designated Court, (b) any claim that it or its property is exempt or immune from jurisdiction of the Designated Court or from any legal process commenced in such Designated Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such Designated Court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement or the subject matter hereof, may not be amendedenforced in or by such Designated Court. (g) The Company agrees to stipulate in any court or before any arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (h) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, modifiedAND THEREFORE IT KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE. (i) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or a Related Party’s property is subject to a Proceeding by reason of lndemnitee’s Official Capacity. (j) To the extent that Indemnitee (i) pays Expenses that the Company is obligated to but does not advance, or supplemented (ii) incurs expense, liability, or loss for which the Company is obligated to indemnify Indemnitee, Indemnitee will be subrogated to the Company’s rights of recovery against any insurance carrier or other source to the same extent as if the Company had paid such Expense, liability, or loss or advanced such expense under this Agreement. (k) The parties hereto have participated jointly in any mannerthe negotiation and drafting of this Agreement with the assistance of counsel and other advisors and, whether in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereofthe parties hereto and thereto, and no single presumption or partial exercise burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any such right or power, or any abandonment or discontinuance provision of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerthis Agreement.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed byTHIS AGREEMENT WILL BE GOVERNED BY, and construed in accordance withCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, the internal laws of the State of DelawareEXCLUDING ANY CONFLICTS OF LAW, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareRULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) This Except as otherwise indicated, this Agreement may is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be executed in two or more counterparts, assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In the event of payment All payments to you under this AgreementAgreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company shall be subrogated to the extent of such payment to all make charitable contributions on behalf of the rights employee by redirecting a portion of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfyour annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may not be amendedamended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, modifiedno waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or supplemented to such other address as the intended recipient may have theretofore furnished to the sender in any manner, whether by course of conduct or otherwisewriting in accordance herewith, except by an instrument in writing specifically designated as an amendment heretothat until any notice of change of address is received, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder notices shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps be sent to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.following addresses: IF TO YOU: IF TO THE COMPANY:

Other Provisions. (a) The Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller’s student loan portfolio as the Purchaser may reasonably request. (b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver. (d) This Agreement and all disputes or controversies arising out of or related to this Loan Purchase Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsNebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: Nelnet Student Loan Trust 2009-2 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to the Trustee at: Zions First National Bank Corporate Trust Division ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇ - VP & Trust Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (i) This Loan Purchase Agreement may not be amendedterminated by either party hereto except in the manner and with the effect herein specifically provided for. (j) Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, modifiedin whole or in part. (l) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or supplemented existing at law or in any mannerequity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto“eligible lender” trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure or delay the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and the Indenture Trustee shall be third party beneficiaries of either party in exercising any this Loan Purchase Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and the Trustee and the Indenture Trustee may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no single duties or partial exercise obligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Indenture Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the Purchaser to the Indenture Trustee, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Indenture Trustee. The foregoing creates a permissive right on behalf of the Indenture Trustee and the Indenture Trustee shall not be under any such right duties or powerobligations hereunder. (p) This Loan Purchase Agreement shall inure to the benefit of the Trustee, the Indenture Trustee and their successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee or any abandonment or discontinuance the Indenture Trustee shall be for the benefit of steps and run directly to, the Trustee and the Indenture Trustee, and the Trustee and the Indenture Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if each were a party hereto. The foregoing creates a permissive right on behalf of the Trustee and the Indenture Trustee, and neither the Trustee nor the Indenture Trustee shall be under any duties or powerobligations hereunder. (q) If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the Indenture Trustee forecloses on its security interest on the Eligible Loans, or any course then the Indenture Trustee shall assume all duties and obligations of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerPurchaser hereunder.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument Agreement. Signatures transmitted electronically or via facsimile shall be deemed to be originals for all purposes. All notices, requests, demands and other communications hereunder shall be in writing and shall become effective when one or more counterparts be deemed to have been signed duly given (i) if delivered by each of hand and receipted for by the parties and delivered party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail to the address below with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party.. If to Indemnitee, to: If to the Company, to: I-Flow Corporation 2▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Chief Executive Officer (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Agreement and all disputes A failure or controversies arising out delay on the part of either party to enforce any right, power or related to privilege in respect of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate construed as a waiver thereof, of its rights to do so and no a single or partial exercise of any such right right, power or power, or any abandonment or discontinuance of steps privilege will not be presumed to enforce such right or power, or any course of conduct, shall preclude any other subsequent or further exercise thereof of that right, power or privilege or the exercise of any other right right, power or powerprivilege; (b) this Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when so executed shall constitute one and the same binding agreement between the parties; (c) in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby; (d) except as expressly provided herein, no waiver, amendment, supplement or other variation of or addition to the terms, conditions or provisions of this Agreement whatsoever shall be valid unless in writing signed by the parties; (e) time shall be of the essence under any Option; (f) the parties agree that each may electronically record all telephonic conversations between trading, operations and marketing personnel of the parties and their Affiliates, agrees to give notice to such personnel of it and its Affiliates that their calls will be recorded, and agrees that in any Proceedings, it will not object to the introduction of such recordings in evidence on the grounds that consent was not properly given; and (g) when used in this Agreement, the terms "it" and "its" shall be deemed replaced with the appropriate masculine or feminine counterparts when used in reference to a natural person, the terms "we" and "us" shall refer to UBS or the Transacting Branch, as appropriate, and the term "you" shall refer to the Counterparty.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Company acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by third parties employing or otherwise affiliated with such Indemnitee (the “Third Party Source”). The Company agrees that with respect to any indemnification to which Indemnitee is entitled hereunder that the Company is the indemnitor of first resort and any obligation of the Third Party Source is secondary, and the Company shall be obligated to indemnify Indemnitee hereunder without regard to any rights Indemnitee may have against the Third Party Source. The Company shall not (and shall cause its subsidiaries not to) exercise any rights against the Third Party Source that arise from or relate to the payment or performance of the Company’s obligations under this Agreement (or any insurance policies of the Company), including without limitation, rights of contribution, subrogation, reimbursement, indemnification or other right of recovery. If any Third Party Source pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or required to be advanced under this Agreement (or insurance policy), then the Third Party Source shall have the right to be promptly reimbursed by the Company for amounts paid by the Third Party Source, and the Third Party Source shall be fully subrogated to the rights of Indemnitee against the Company to payment or advance hereunder. The Third Party Source is a third party beneficiary of the rights under this Section 19(d) and shall be entitled to enforce such provision against the Company. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This 12.1 Neither party shall be held responsible for a delay or failure in performance under this Agreement and all disputes or controversies arising out of causes beyond its control or related without its fault or negligence. 12.2 This Agreement, Attachments A and B, and the Notices of Award referenced in Section 7.0 contain the entire agreement of the parties on the subject matter to which this Agreement relates and supersede any price proposals, discussions, and writings, by and between the parties, on such subject. 12.3 No commitment or modification hereof shall be valid or binding upon the parties unless made in writing and signed by authorized representatives of both parties. No waiver by either party of any breach of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws deemed a waiver of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two than existing or more counterpartssubsequent breach, all of which nor shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed any such waiver by each of the parties and delivered to the other party. (c) This Agreement shall not any party be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may to be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each partycontinuing waiver. No failure delay or delay of either omission by any party in exercising any right hereunder, at law or remedy hereunder in equity, or any otherwise, shall operate impair any such right, or be construed as a waiver thereof, and no or any acquiescence therein, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof thereof, or the exercise of any other right right. 12.4 Any payment, notice or powerother communication required or permitted to be given under shall be deemed to have been properly given and effective on the date of delivery if delivered in person or when mailed by first-class certified mail, postage pre-paid, to the respective address given below, or to such other address as shall be designated by written notice to the other party as follows: In the case of the Company: J▇▇▇▇▇▇ ▇▇▇▇▇, CEO In the case of the Group: SWOG 12.5 The Company acknowledges that a conflict of interest does exist with a Principal of The Company and the Group, and that the Group has instituted a management plan for handling that conflict. 12.6 This Agreement shall become effective on the Effective Date and shall continue until the delivery of the final report of the results of the Study or protocol unless sooner terminated in accordance with the provisions of this Agreement. The parties hereto may, however, extend the term of this Agreement for additional periods as desired upon mutually agreeable terms and conditions, which the parties reduce to writing and sign. 12.7 In the event that either party hereto shall commit any breach of or default in any of the terms and conditions of this Agreement, and shall also fail to remedy such default or breach within thirty (30) days after receipt of written notice thereof from the other party hereto, the party giving notice may, after such thirty (30) day period, at its option and in addition to any other remedies which it may have at law or in equity, terminate this Agreement by sending notice of termination in writing to the other party to such effect, and such termination shall be effective as of the date of receipt of such notice. 12.8 The relationship between the parties is that of independent contractors, neither party is authorized nor shall represent itself as being authorized to act as agent for, or enter into agreements which are binding on the other party, except to the extent approved in writing in advance by the Company. Group shall not make any commitments to investigators on behalf of the Company. If any provision of this Agreement should be held invalid or unenforceable, the remaining provisions shall be unaffected and shall remain in full force and effect, to the extent consistent with the intent of the parties as evidenced by this Agreement as a whole. The parties have caused this Agreement to be executed by their duly authorized representatives as follows: (Company) (Group) BY: /s/ J▇▇▇▇▇▇ ▇▇▇▇▇ BY: /s/ L▇▇▇▇▇▇▇ ▇▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇ L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, D.O. Its: Chief Executive Officer Its: Chairman Date: 2/18/11 Date: 2/22/11 SWOG - CLINICALTRIALS INITIATIVE (CTI) BY: /s/ J▇▇▇▇▇▇ ▇▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇, MSW Its: Executive Director, The Hope Foundation for SWOG-CTI Date: 2/22/11

Other Provisions. (a) The Seller shall, at its expense, furnish to the Corporation such additional information concerning the Seller's student loan portfolio as the Corporation may reasonably request. (b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Corporation or the Eligible Lender Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification is in writing and signed by the parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver. (d) This Agreement and all disputes or controversies arising out of or related to this Loan Purchase Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsNebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by facsimile, addressed as follows: If to the Corporation: Nelnet Education Loan Funding, Inc. 121 South 13th Street, Suite 201 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇. ▇▇▇▇es Telephone: (▇▇▇) ▇▇▇ ▇▇▇1 Facsimile: (▇▇▇) ▇▇▇ ▇▇▇9 with a copy to the Eligible ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at: Wells Fargo Bank, National ▇▇▇▇ciation Corporate Trust Services 6th and Marquette, N9303 110 Minneapolis, MN 55479 Att▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇st Department Telephone: (612) 667 4802 Facsimile: (▇▇▇) ▇▇▇ ▇▇▇9 If to the Seller, addressed in the manner as ▇▇▇ ▇▇▇▇▇ ▇▇ the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (i) This Loan Purchase Agreement may not be amendedterminated by either party hereto except in the manner and with the effect herein specifically provided for. (j) Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Corporation. (l) No remedy by the terms of this Loan Purchase Agreement conferred upon or supplemented reserved to the Corporation is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Loan Purchase Agreement or existing at law or in equity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Corporation with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Eligible Lender Trustee as directed by the Corporation, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Corporation shall incorporate by this reference the fact that the Eligible Lender Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Corporation, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Eligible Lender Trustee with respect to the Trust Agreement or delay Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, and other parties to the Financing Agreement, shall be third party beneficiaries of either party in exercising any this Loan Purchase Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and no single the Eligible Lender Trustee with respect to the Trust Agreement or partial exercise of Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, and any such credit providers may become an assignee of the Corporation. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or powerobligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Corporation and Seller but also for the benefit of the Eligible Lender Trustee with respect to the Trust Agreement or Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, in connection with the financing of Eligible Loans as defined in the RBC Warehouse Loan Agreement, and upon assignment by the Corporation to the Eligible Lender Trustee with respect to the Trust Agreement or Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Eligible Lender Trustee with respect to the Trust Agreement or Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable. The foregoing creates a permissive right on behalf of the Eligible Lender Trustee with respect to the Trust Agreement or Zions First National Bank as trustee with respect to the RBC Warehouse Loan Agreement, as applicable, and neither shall be under any abandonment duties or discontinuance obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of steps the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement and Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement and Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement shall be for the benefit of and run directly to, the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement and Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement, and the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement and Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement and Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement, and neither the Eligible Lender Trustee with respect to the Eligible Lender Trust Agreement nor Zions First National Bank, as trustee with respect to the RBC Warehouse Loan Agreement shall be under any duties or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Purchaser Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification be in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyState of New York, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflicts of law. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: SLC Student Loan Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, Conn▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇phone: (203) 975-6112 ▇▇▇▇▇mile: (203) 975-6299 ▇▇▇▇ ▇ ▇▇▇y to the Purchaser Trustee at: Bankers Trust Company Four Albany Street New York, New York 10006 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇ One Jersey City, NJ 07311 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (201) 593-6793 Facsimile: (201) 593-6459 ▇▇ ▇▇ ▇▇▇ Seller: The ▇▇▇▇▇▇▇ ▇▇▇▇ Corporation 750 Washington Boulevard, 9th Floor Stamford, Conn▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ephone: (203) 975-6112 ▇▇▇▇imile: (203) 975-6299 ▇▇▇▇ ▇ ▇▇py to the Seller Trustee at: Citibank (New York State) 99 Garnscy Road Pittsford, New York 14534 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇one: (716) 248-7690 ▇▇▇▇imile: (716) 248-7722 ▇▇▇ ▇▇▇▇▇ may change the address and nam▇ ▇▇ ▇▇▇ ▇▇▇▇▇ssee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be amendedeffective until the fifth day after it is mailed. (h) This Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Purchaser. (j) No remedy by the terms of this Agreement conferred upon or supplemented reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Agreement or existing at law or in equity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Agreement. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Purchaser Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that the Issuer and credit providers of the Purchaser and/or the Issuer, as the case may be, through an indenture or delay other financing arrangement, shall be third party beneficiaries of either party in exercising any this Agreement with the power and right or remedy hereunder shall operate as a waiver thereofto enforce the provisions hereof, and no single or partial exercise of that the Issuer and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer or employee of the Company, and, if the Indemnitee is an officer or employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall will be governed by, construed and construed enforced in accordance with, with the internal laws of the State of DelawareTexas, without regard excluding any conflicts of law, rule or principle that might otherwise refer to the laws substantive law of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawareanother jurisdiction. (b) This Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company may be executed in two or more counterparts, assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. In the event of any such transfer or assignment by the Company, the rights and privileges of the Board hereunder shall be considered one vested in the Board of Directors or other governing body of the transferee or successor entity, and the same instrument and protection afforded to the Company's affiliates hereunder shall become effective when one extend to the affiliates of such transferee or more counterparts have been signed successor entity. However, notwithstanding anything to the contrary contained herein, this Agreement will be binding upon any successor (whether direct or indirect, by each purchase, merger, consolidation or otherwise) to all or substantially all of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer business and/or assets of the Company, andand the Company will require any such successor by agreement, in form and substance satisfactory to you, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. In addition to your rights above, if the Indemnitee is an officer a change in control of the CompanyCompany occurs as described in Paragraph 2(c) above, the Indemnitee specifically acknowledges that failure of the Indemnitee may Company to obtain such agreement prior to the effectiveness of any such succession shall be discharged at any time for any reason, with or without cause, a breach of this Agreement and with or without severance compensationshall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you resigned your employment due to a constructive termination as described in Paragraph 2(c) above, except as may that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be otherwise provided deemed the date of termination. As used in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Paragraph 8(b) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. This Agreement and all rights of the parties hereto shall be subrogated inure to the extent benefit of such payment to all of and be enforceable by the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment parties hereto, signed on behalf of each partytheir assigns, personal or legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereofMr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Page 12 April 30, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.1997

Other Provisions. The Parties further agree that: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareTexas; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party, and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated, by operation of law or otherwise, without regard the consent of the other Party, and this Agreement shall inure to the laws benefit of the Parties hereto and their respective successors and permitted assigns, (e) no provision of this Agreement shall affect, limit or restrict either Party's right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (f) each Party agrees not to advertise, or otherwise make known to others, any information regarding this Agreement or the Proposed Relationship except as may be required by law; (g) neither Party makes any representations or warranties as to the accuracy or completeness of any Information disclosed hereunder; (h) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (i) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party, and will otherwise become effective, on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bj) This this Agreement may be executed in two counterparts; and (k) Signatures or more counterparts, other forms of acknowledgement of acceptance of the terms herein that are exchanged electronically are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed byTHIS AGREEMENT WILL BE GOVERNED BY, and construed in accordance withCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, the internal laws of the State of DelawareEXCLUDING ANY CONFLICTS OF LAW, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareRULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) This Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company may be executed in two or more counterparts, assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In This Agreement supersedes all previous employment agreements, written or oral, between the event Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of payment under the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the Company other party hereto of any condition or provision of this Agreement to be performed by such other party shall be subrogated to the extent deemed a waiver of a subsequent breach of such payment to all condition or provision or a waiver of a similar or dissimilar provision or condition at the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightssame or at any prior or subsequent time. (e) This Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: ▇▇▇ ▇▇▇▇▇ NGC Corporation 4803 Big Falls ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (f) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (g) You shall not be amendedrequired to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, modified, or supplemented in any manner, whether by course of conduct seeking employment or otherwise. If the foregoing reflects your understanding of the terms of your employment with the Company, except by an instrument please execute each copy of this letter in writing specifically designated as an amendment hereto, signed on behalf of each partythe space provided below. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.NGC CORPORATION

Other Provisions. (a) Neither party shall assign or otherwise transfer the Agreement or any interest herein without the prior express written consent of other party. Any such purported assignment or transfer without the prior express written consent shall be null and void. This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed bybinding upon the parties hereto, their successors and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawarepermitted assigns. (b) This Agreement may be executed in two The parties agree that this Agreement, together with any addenda or more counterpartsexhibits attached hereto, all of which shall be considered one and constitutes the same instrument and shall become effective when one or more counterparts have been signed by each entire agreement of the parties and delivered with respect to the other partysubject matter hereof, supersedes all prior agreements or understanding, whether written or oral and may be amended from time to time in writing by mutual agreement of the parties. No party shall be bound by any change, alteration, amendment, modification or attempted waiver of any of the provisions hereof unless in writing and signed by an authorized officer of the party against whom it is sought to be enforced. (c) This Nothing contained in the Agreement shall not be deemed an construed as creating a joint venture, partnership, limited partnership, agency and/or employment contract relationship between or among the parties hereto and the parties acknowledge that no other facts or relationship exist that would create any such relationship between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyparties. (d) In the event of payment Unless otherwise provided herein, any notice required or permitted under this Agreement, the Company Agreement must be given in writing and shall be subrogated deemed to have been effectively given upon personal delivery to the extent of party to be notified, by confirmed facsimile or upon deposit with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the party to be notified at the address indicated for such payment party below or at such other address as such party may designate by 10 days advance written notice to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsother parties given in conformity with this Section. (e) In the event that any provision of this Agreement shall be deemed to be illegal or otherwise unenforceable, such provision shall be severed and the balance of the Agreement shall continue in full force and effect. (f) This Agreement may not be amendedoriginally executed in one or more counterparts, modified, or supplemented in any manner, whether by course each of conduct or otherwise, except by which shall be deemed an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or poweroriginal.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument Agreement. Signatures transmitted electronically or via facsimile shall be deemed to be originals for all purposes. All notices, requests, demands and other communications hereunder shall be in writing and shall become effective when one or more counterparts be deemed to have been signed duly given (i) if delivered by each of hand and receipted for by the parties and delivered party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail to the address below with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party.. If to Indemnitee, to: If to the Company, to: ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ West Carlsbad, CA 92010 Attn: Chief Executive Officer (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer employee of the Company, and, if the Indemnitee is an officer employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required or appropriate and shall do everything that take such other actions as may be necessary or appropriate to secure such rights, including the execution of such documents as may be necessary to enable or appropriate for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver.

Other Provisions. (a) This Preparation of this Agreement and shall for all disputes or controversies arising out purposes be deemed to be the joint efforts of or related to the Parties. No provision of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of more severely against any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareParty. (b) Without limiting the generality of any provision hereof, each Party shall, from time to time, do any and all acts and things as may reasonably be required to carry out the terms hereof and to consummate the Transactions. (c) This Agreement shall inure to the benefit of, be binding upon and be enforceable by and against the Parties and their respective successors and assigns. (d) Except to the extent otherwise provided in this Agreement, all rights and remedies of the Parties under any provision hereof shall be in addition to any other rights and remedies provided for by any law, including equitable remedies. All such rights and remedies shall be independent and cumulative. All such rights and remedies may be exercised concurrently or separately. The exercise of any one right or remedy shall not directly or indirectly preclude or waive the exercise of any other right or remedy. (e) Titles of Sections or Subsections are for convenience only. Such titles shall not modify rights or obligations hereunder. All references herein to a Section or Subsection refer to the corresponding Section or Subsection of this Agreement unless specific reference is made to a Section or Subsection of another document. The singular includes the plural, and vice versa. (f) If any provision hereof or the application thereof to any Person(s) or circumstance(s) is invalid or unenforceable to any extent, (i) the remainder of this Agreement and the application of such provision to other Person(s) or circumstance(s) shall not be affected thereby, and (ii) each such provision that is not wholly unenforceable shall be enforced to the greatest extent permitted by applicable law. (g) This Agreement may be executed in two (2) or more counterparts, all and may be delivered by fax, PDF or otherwise. (h) This Agreement is solely for the benefit of which shall the Parties and no other Person is intended to be considered one and or is a third party beneficiary of this Agreement, provided that a Party may in addition exercise rights for the same instrument and shall become effective when benefit of one or more counterparts have been signed by each of the parties and delivered to the other partyIndemnitees. (ci) Each Party will pay the fees and expenses of his or its advisors. (j) All representations and warranties made by the Parties in this Agreement shall survive, without limitation as to time, regardless of any investigation made by any other Party. (k) This Agreement, and the respective rights and obligations of the Parties hereunder, shall be construed under and be governed by the laws of the State of Delaware without regard to its conflicts of laws provision. All disputes under this Agreement shall be litigated exclusively in state or federal courts located in borough of Manhattan, City of New York, State of New York (the “Agreed to Courts”), except that a Party shall not be deemed an employment contract between limited to the Company and any Indemnitee who is an officer use of the Company, and, Agreed to Courts if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyno such Agreed to Court has jurisdiction. (dl) In Each Party hereby waives to the event extent not prohibited by applicable law, and agrees not to assert by way of payment under defense or otherwise in any proceeding relating to this Agreement, the Company shall be subrogated any Procedural Claim. “Procedural Claim” means a claim that (i) such Party is not subject personally to the extent of such payment to all jurisdiction of the rights Agreed to Courts, (ii) such Party’s property is exempt or immune from attachment or execution, (iii) any such proceeding brought in an Agreed to Court should be dismissed on grounds of recovery forum non conveniens, should be transferred or removed to any court other than an Agreed to Court, or should be stayed by reason of the Indemnitee pendency of some other Proceeding in any court other than an Agreed to Court, or (excluding insurance obtained on iv) this Agreement or the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement subject matter hereof may not be amended, modified, enforced in or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps Agreed to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Court

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) Notwithstanding any other provision of this Agreement, in the event that the Indemnitee elects, as an alternative to the procedures specified in this Agreement, to follow one of the procedures authorized by applicable corporate law or statute to enforce his or her rights under this Agreement and notifies Frontier of his or her election, Frontier agrees to follow the procedure so elected by the Indemnitee. If in accordance with the preceding sentence, the procedure therefor contemplated herein or the procedure elected by the Indemnitee in any specific circumstances (or such election by the Indemnitee) shall be invalid or ineffective in bringing about a valid and binding determination of the entitlement of the Indemnitee to indemnification or advancement of Expenses under this Agreement, the most nearly comparable procedure authorized by applicable corporate law or statute shall be followed by Frontier and the Indemnitee. (c) Frontier may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit, surety bonds and/or other similar arrangements) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses pursuant to this Agreement. (d) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (ce) This Agreement shall not be deemed an employment contract between the Company Frontier and any Indemnitee who is an officer of the CompanyFrontier, and, if the Indemnitee is an officer of the CompanyFrontier, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyFrontier. (df) In the event of payment under this Agreement, the Company Frontier shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company Frontier effectively to bring suit to enforce such rights. (eg) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes Neither party shall be responsible or controversies arising out of or related liable for failure to fulfill its obligations under this Agreement shall be governed bydue to any major unforeseeable event beyond the reasonable control of, and construed not caused by the fault or negligence of, such party or its agents, including without limitation, act of God, fire, earthquake, flood, explosion, actions of the elements, war, invasion, terrorism, insurrection, riot, mob violence, sabotage, inability to procure equipment, facilities, materials or supplies in accordance withthe open market, failure of power, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, requisition, laws, orders of government or civil or military authorities; provided that the party having to perform in such event shall promptly resume or remedy, as the case may be, the internal laws performance of the State of Delawareits obligations hereunder, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated soon as an amendment hereto, signed on behalf of each partypracticable. No Any failure or delay of by either party in exercising any right or remedy will not constitute a waiver. This Agreement will be governed by the laws of State of Pennsylvania without reference to conflicts of laws, rules, or principles. This Agreement constitutes the entire agreement between the parties with respect to the Products and Services provided hereunder and supersedes all prior proposals and agreements, both written and oral, and all other written and oral communications between the parties. The terms and conditions of this Agreement will supersede all other terms and conditions submitted by Customer. This Agreement may be modified only in writing signed by a duly authorized representative of each party. No arbitration proceeding or legal action, regardless of its form, related to or arising out of this Agreement, may be brought by either party more than two years after the cause of action first occurred. Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions are declared invalid, the remaining provisions of this Agreement will remain in full force or effect. Customer acknowledges it has read and understands this Agreement (including all attached schedules and amendments) and is not entering into this Agreement on the basis of any representations not expressly set forth in it. Nothing herein shall operate as be deemed a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps immunity provided to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise Customer by applicable law. Times specified for delivery of any other right Software, Products or powerservices are of the essence of this Agreement.

Other Provisions. (aA. The Lender shall furnish to the Servicer such additional information concerning the Financed Student Loans as the Servicer may reasonably request. B. The Lender shall, at its expense, execute all other documents and take all other steps as may be reasonably requested by the Servicer or the Trustee from time to time to effect the sale hereunder of the Eligible Loans to be purchased by the Trustee on behalf of the Corporation. C. Nothing contained in this Agreement is intended, or shall be deemed, to require the Lender or any related party within the meaning of Section 144(a)(3) of the Internal Revenue Code of 1986, as amended to purchase any of the Obligations. The Lender or any related party within the meaning of Section 144(a)(3) of the Internal Revenue Code of 1986, as amended has not and shall not enter into any formal or informal arrangement to purchase any Obligations in an amount related to the amount of Eligible Loans to be sold to the Trustee on behalf of the Corporation pursuant to this Agreement. D. The provisions of this Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto and the Trustee. Inaction or failure to demand strict performance shall not be deemed a waiver. E. This Agreement shall be governed by the laws of the State. F. All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. G. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all disputes or controversies arising out of or related to which shall constitute but one and the same instrument. H. If any provisions of this Agreement shall be governed byheld, or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (Remainder of page Intentionally Left Blank) I. All notices, requests, demands or other instruments which may or are required to be given by either party to the other or to the Trustee, or the Servicer, shall be in writing and construed in accordance witheach shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is to be given, or upon expiration of a period of 48 hours from and after the postmark thereof when mailed postage prepaid by registered or certified mail, requesting return receipt, addressed as follows: If intended for the Corporation or the Servicer: Student Loan Finance Corporation ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ If intended for the Lender: If intended for the Trustee: First Bank National Association Post Office Box 1308 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Either party, the internal laws Servicer or the Trustee may change the address and name of the State of Delawareaddressee to which subsequent notices are to be sent to it, without regard by notice to the laws others given as aforesaid, but any such notice of any other jurisdiction that might change, if sent by mail, shall not be applied because of conflicts of laws principles of effective until the State of Delawarefifth day after it is mailed. (b) J. This Agreement may not be executed terminated by either party hereto except in two or more counterparts, all of which shall be considered one the manner and with the same instrument and shall become effective when one or more counterparts have been signed by each effect herein specifically provided for. K. Time is of the parties and delivered to the other partyessence is this Agreement. (c) L. This Agreement shall not be deemed an employment contract between assignable by the Company Lender, in whole or in part, without the prior written consent of the Corporation and the Trustee. M. No remedy by the terms of this Agreement conferred upon or reserved to the Trustee or the Corporation is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Agreement or existing at law or in equity (including, without limitation, the right to such equitable relief by way of injunction), or by statute on or after the date of this Agreement. N. This Agreement has been made and entered into not only for the benefit of the Lender and the Corporation but also for the benefit of the Trustee and all holders of Obligations issued for the purpose of Financing Eligible Loans and any Indemnitee who is an officer other assignee of loans purchased hereunder (including any trustee for holders of obligations, notes or other evidences of indebtedness issued by the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated Corporation to the extent of refinance such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfloans), and the Indemnitee shall execute all papers required and shall do everything that its provisions may be necessary enforced not only by the parties to secure this Agreement but also by the Trustee or such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsother assignee. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (cb) This Nothing contained in this Agreement shall not be deemed an confer upon Indemnitee (including, for the avoidance of doubt, any Employee Officer) any right with respect to the continuation of Indemnitee’s employment contract between with, or provision of services for, any entity within the Company and XL Group of Companies, as applicable, or interfere in any Indemnitee who is an officer way with the right of any entity within the CompanyXL Group of Companies, andas applicable, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time to terminate such employment or services for any reason, with or without cause, and with or without severance compensationseverance, except as may be otherwise provided in a separate written contract between the Indemnitee and any entity within the CompanyXL Group of Companies. (dc) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee to recover against any person (excluding insurance obtained on the Indemnitee’s own behalf)including Parent) for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (d) Each person serving as a director, corporate secretary or Employee Officer after the effectiveness of the scheme is intended to be and shall be a third party beneficiary of Section 11(a), as such Section 11(a) may be amended from time to time in accordance with this Agreement. (e) This Except as set forth in Section 11(b), no supplement, modification, amendment or termination of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by all parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver and no waiver will be effective unless it is in writing and signed by the waiving party. (f) The parties hereto agree that Appendices A and B hereto form an integral part of this Agreement with respect to the subject matter hereof. (g) Unless otherwise specified, references to the term “Section” are references to the Sections of this Agreement, and references to the term “Article” are references to the Articles of the Procedural Appendix.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed the remaining provisions shall remain enforceable to the fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of its terms.Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in accordance with, writing between the internal laws of the State of Delawareparties or this Agreement may be rescinded (in each case), without regard to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties and delivered to paper document bearing the other partyoriginal signature. (c) 6.8 This Agreement shall not be deemed an employment contract between governed by and construed in accordance with English law and subject to the Company and any Indemnitee who is an officer exclusive jurisdiction of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time English courts. ) Signature Print Name Signed for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay ) ) Signature Print Name SCHEDULE 14 TIMETABLES Facility Agent notifies the Company - - U-4 if a currency is approved as an Optional Currency in accordance with Clause 4.3 (Conditions relating to Optional Currencies) Delivery of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise duly completed U-3 U U-3 Utilisation Request (Clause 5.1 2.00pm 9.30am 2.00pm (Delivery of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.a Utilisation Request)) or

Other Provisions. Unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall will be governed by, and construed in accordance with, by the internal laws of the State of Delaware, Maryland without regard to any contrary choice of laws principles and the laws parties hereby expressly consent and submit to the exclusive jurisdiction of the federal and state district courts located in Maryland for any dispute arising out of or relating to this Agreement; (b) in the event of any litigation or other proceedings before an injunctive authority regarding the construction hereof or any breach hereof, the non-prevailing party shall pay reasonable attorney’s fees and expenses of the prevailing party incurred therein; (c) this Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both parties; (d) a party may waive any rights under this Agreement only by written waiver duly signed by such party, and no failure to exercise or delay in exercising a right under this Agreement will constitute a waiver of such right; (e) the rights and obligations of each party under this Agreement may not be assigned or delegated by operation of law or otherwise, without consent of the other party and any such attempt will be void, and this Agreement will inure to the benefit of the parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement will affect, limit or restrict either party’s right to engage in any business in any place and at any time, whatsoever, provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) EACH PARTY HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CONFIDENTIAL INFORMATION IT DISCLOSES HEREUNDER, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON- INFRINGEMENT THEREOF; (h) the invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (i) all notices under this Agreement must be applied because in writing and will be deemed delivered to and received by a party and will otherwise become effective, on the date of conflicts actual delivery (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such party set forth below; (bj) This this Agreement may be executed in two counterparts; and (k) signatures exchanged by e-mail, facsimile, PDF electronic signature or more counterparts, other means of electronic communications are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement Agreement, and all disputes or controversies arising out of or related to this Agreement Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of DelawareDelaware (including the DGCL), without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareDelaware or any other state or jurisdiction. If a court of competent jurisdiction shall make a final determination that the provisions of the law of any jurisdiction other than the State of Delaware govern indemnification by the Indemnitor of the Indemnitee, then this Agreement shall in all instances be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary. (b) The Indemnitor and the Indemnitee hereby irrevocably and unconditionally: (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought in the Chancery Court of the State of Delaware (the “Chancery Court”) or, if the Chancery Court does not have jurisdiction, another state court or federal court located within the State of Delaware; (ii) consent to submit to the exclusive jurisdiction of the state and federal courts of the State of Delaware for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) agree, to the extent the Indemnitor or the Indemnitee are not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as its agent in the State of Delaware for acceptance of legal process with respect to matters involving this Agreement, and that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and that service by either of the foregoing means shall have the same legal force and validity as if served upon such party personally within the State of Delaware; (iv) waive any objection to the laying of venue of any action or proceeding arising out of or in connection with this Agreement in the courts of the State of Delaware, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts of the State of Delaware has been brought in an improper or inconvenient forum. (c) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (cd) This Agreement shall not be deemed an employment contract between the Company and with any Indemnitee who is an officer of the CompanyAccenture, and, if the Indemnitee is an officer of the CompanyAccenture, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyAccenture. (de) In the event of payment under this Agreement, the Company Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company Indemnitor effectively to bring suit to enforce such rights. (ef) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, Delaware applicable to contracts made and to be performed in such state without regard giving effect to the laws of any other jurisdiction that might be applied because its principles of conflicts of laws principles of the State of Delawarelaws. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without causeIndemnitee, and with or without severance compensation, except as may the Company shall not be otherwise provided obligated to continue Indemnitee in a separate written contract between the Indemnitee and the CompanyIndemnitee’s Official Capacity by reason of this Agreement. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver. (f) The Company agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. (g) Indemnitee’s rights under this Agreement shall extend to Indemnitee’s spouse, members of Indemnitee’s immediate family, and Indemnitee’s representative(s), guardian(s), conservator(s), estate, executor(s), administrator(s), and trustee(s), (all of whom are referred to as “Related Parties”), as the case may be, to the extent a Related Party or a Related Party’s property is subject to a Proceeding by reason of Indemnitee’s Official Capacity.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment under any insurance policy, provision of the Certificate of Incorporation or the Bylaws of the Company or otherwise of the amounts otherwise indemnifiable hereunder. The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee as a result of the Indemnitee’s service to and activities on behalf of the any entity other than the Company shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other entity. (e) Except as provided in Section 11 of this Agreement and in the next sentence of this Section 19(e), Indemnitee shall not be entitled to payment of Expenses or advancement of Expenses with respect to any Proceeding brought by Indemnitee against the Company, any subsidiary of the Company, any entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors has consented to the initiation of such Proceeding or the Company provides indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law. This Section 19(e) shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee. (f) Except as otherwise provided in this section, this Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. To the extent that a change in Delaware law (whether by statute or judicial decision) or the Certificate of Incorporation of the Company shall permit broader indemnification or advancement of expenses than is provided under the terms of the Bylaws of the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareBritish Virgin Islands, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State British Virgin Islands, unless otherwise required by the law of Delawarethe state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Purchaser Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification be in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyState of New York, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflicts of law. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: SLC Student Loans Trust-I c/o Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 1989▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Telephone: (203) 975-6112 Facsimile: (203) 975-6299 ▇▇▇▇ ▇ ▇▇▇y to the Purchaser Trustee at: Bankers Trust Company Four Albany Street New York, New York 10006 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇ One Jersey City, NJ 07311 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (201) 593-6793 Facsimile: (201) 593-6459 ▇▇ ▇▇ ▇▇▇ Seller: SLC ▇▇▇▇▇▇▇ ▇▇▇▇ Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, Conn▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ephone: (203) 975-6923 ▇▇▇▇imile: (203) 975-6299 ▇▇▇▇ ▇ ▇▇py to the Seller Trustee at: Bankers Trust Company Four Albany Street New York, New York 10006 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇ One Jersey City, New Jersey 07311 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (201)-593-6793 Facsimile: (201)-593-6459 ▇▇▇ ▇▇▇▇▇ may change the address and nam▇ ▇▇ ▇▇▇ ▇▇▇▇▇ssee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be amendedeffective until the fifth day after it is mailed. (h) This Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Purchaser. (j) No remedy by the terms of this Agreement conferred upon or supplemented reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Agreement or existing at law or in equity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Agreement. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Purchaser Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that credit providers of the Purchaser, through an indenture or delay other financing arrangement, shall be third party beneficiaries of either party in exercising any this Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and no single or partial exercise of any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed the remaining provisions shall remain enforceable to the fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Act ▇▇▇▇ ▇▇ enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in accordance with, writing between the internal laws of the State of Delawareparties or this Agreement may be rescinded (in each case), without regard to the laws consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties and delivered to paper document bearing the other partyoriginal signature. (c) 6.8 This Agreement shall not be deemed an employment contract between governed by and construed in accordance with English law and subject to the Company and any Indemnitee who is an officer exclusive jurisdiction of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time English courts. Signed for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay ) ) Signature ) Print Name Print Title Signed for and on behalf of either party ) ) Signature ) Print Name Print Title SCHEDULE 13 TIMETABLES Revolving and Term Loans Loans in exercising any right or remedy hereunder shall operate Loans in domestic Loans in other Loans in euro sterling dollars currencies Facility Agent notifies the - - U-4 Company if a currency is approved as an Optional Currency in accordance with Clause 4.4 (Conditions relating to Optional Currencies) Delivery of a waiver thereofduly completed U-3 U U-1 U-3 Utilisation Request (Clause 5.1 2.00pm 9.30am 2.00pm 2.00pm (Delivery of a Utilisation Request)) Facility Agent determines (in U-3 U U-1 U-3 relation to a Utilisation) the 3.30pm 10.00am 3.30pm 3.30pm Base Currency Amount of the Loan, and no single or partial exercise if required under Clause 5.4 (Lenders' participation) Facility Agent notifies the U-3 U U-1 U-3 Lenders of any such right or power, or any abandonment or discontinuance the Loan in 5.00pm 10.30am 3.30pm 5.00pm accordance with Clause 5.4 (Lenders' participation) LIBOR is fixed Quotation Day Quotation Day Quotation Day Quotation Day as of steps to enforce such right or power, or any course 11:00 as of conduct, shall preclude any other or further exercise thereof or the exercise 11:00 as of any other right or power.11:00 as of 11:00 a.m. London a.m. a.m. a.m. time Swingline Loans

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (f) This Agreement shall be deemed to be effective retroactively commencing on December 22, 2025. [The remainder of this page is intentionally left blank.]

Other Provisions. (a) This Agreement The Parties agree that all other terms and all disputes or controversies arising out conditions of or related to this the Credit Agreement shall be governed byremain in full force and effect, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawareexcept as modified by this Amendment. (b) This Amendment is a “Financing Document” for all purposes under the Credit Agreement may be executed in two or more counterpartsand each other document. The Borrower, all of which shall be considered one by its signature below, hereby (i) confirms and the same instrument and shall become effective when one or more counterparts have been signed by agrees that each of the parties Credit Agreement, the Collateral Documents and delivered the other Financing Documents (in each case, on and after the Third Amendment Effective Date, as expressly modified by this Amendment) to which it is a party is, and shall continue to be, in full force and effect except as expressly released pursuant to Section 3, and is hereby ratified and confirmed in all respects; and (ii) affirms and confirms (A) its obligations under each of the Financing Documents to which it is a party (and, with respect to the Credit Agreement, as modified hereby) and (B) its pledge of and/or grant of a security interest in and Lien on its assets as Collateral (as defined in the Pledge and Security Agreement) to secure its Obligations, all as provided in the Financing Documents (as modified hereby), and acknowledges and agrees that such pledge and/or grant continue in full force and effect in respect of, and to secure, its Obligations under the Credit Agreement and the other partyFinancing Documents. (c) This Agreement Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not be deemed an employment contract between the Company and operate as a waiver of any Indemnitee who is an officer right, power or remedy of, nor shall it constitute a waiver of the Company, and, if the Indemnitee is an officer any provision of the Companyany of, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each partyFinancing Documents. No failure on the part of the Lender or the Collateral Agent to exercise, and no delay in exercising, and no course of either party in exercising dealing with respect to, any right right, remedy, power or remedy hereunder privilege under the Credit Agreement or any other Financing Document shall operate as a waiver thereofof such right, remedy, power or privilege, and no single or partial exercise of any such right right, remedy, power or power, privilege under the Credit Agreement or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, other Financing Document shall preclude any other or further exercise thereof of such right, remedy, power or privilege, or the exercise of any other right right, remedy, power or powerprivilege. (d) Sections 10.2 (Survival of Agreements; Cumulative Nature), 10.7 (Confidentiality), 10.8 (Governing Law; Submission to Process), 10.11 (Severability), 10.13 (Waiver of Jury Trial, Punitive Damages, Etc.), Section 10.15 (Counterparts; Electronic Transmission) and Section 10.16

Other Provisions. (a) This Agreement The Employee represents and all disputes warrants that s/he has no obligations, contractual or controversies arising out of or related otherwise, inconsistent with the Employee's obligations set forth in this Agreement. (b) All notices and statements with respect to this Agreement must be in writing and shall be delivered by one of the methods set forth in the table below. Notices to the Company shall be addressed to the Company's Chief Executive Officer or to its General Counsel at the Company's then-current principal operating office. Notices to the Employee may be delivered to the Employee in person or to the Employee's then-current home address as indicated in the Company's records. DELIVERY METHOD WHEN NOTICE IS EFFECTIVE Personal delivery When the party to whom notice is given provides the party giving notice with a signed written acknowledgement of receipt Certified mail, return Upon the date of receipt or of refusal as indicated receipt requested by the U.S. Postal Service "green card." DELIVERY METHOD WHEN NOTICE IS EFFECTIVE FAX Upon receipt as confirmed by a machine-printed report of successful transmission (c) This Agreement sets forth the entire agreement of the parties concerning the subjects covered herein; there are no promises, understandings, representations, or warranties of any kind concerning those subjects except as expressly set forth in this Agreement. (d) Any modification of this Agreement must be in writing and signed by all parties; any attempt to modify this Agreement, orally or in writing, not executed by all parties will be void. (e) If any provision of this Agreement, or its application to anyone or under any circumstances, is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability will not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and will not invalidate or render unenforceable such provision or application in any other jurisdiction. (f) This Agreement will be governed by, and construed in accordance with, interpreted under the internal laws of the United States of America and of the State of Delaware, without regard Texas law as applied to the laws contracts made and carried out in Texas by residents of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareTexas. (bg) No failure on the part of any party to enforce any provisions of this Agreement will act as a waiver of the right to enforce that provision. (h) Termination of the Employment, with or without cause, will not affect the continued enforceability of this Agreement. (i) Section headings are for convenience only and shall not define or limit the provisions of this Agreement. (j) This Agreement may be executed in two or more several counterparts, all each of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement is an original. It shall not be deemed an employment contract between the Company and necessary in making proof of this Agreement or any Indemnitee who is an officer counterpart hereof to produce or account for any of the Company, and, if the Indemnitee is an officer other counterparts. A copy of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, this Agreement signed by one party and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company FAXed to another party shall be subrogated deemed to have been executed and delivered by the extent signing party as though an original. A photocopy of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee this Agreement shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated effective as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or poweroriginal for all purposes.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall will be governed by, construed and construed enforced in accordance with, with the internal laws of the State state of DelawareTexas, without regard excluding any conflicts of law, rule or principle that might otherwise refer to the laws substantive law of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawareanother jurisdiction. (b) This Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company may be executed in two or more counterparts, assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Page 8 November 15, 1996 combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4 and 5 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In This Agreement supersedes all previous employment agreements, written or oral, between the event Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their legal representatives and authorized by action of payment under the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the Company other party hereto of any condition or provision of this Agreement to be performed by such other party shall be subrogated to the extent deemed a waiver of a subsequent breach of such payment to all condition or provision or a waiver of a similar or dissimilar provision or condition at the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightssame or at any prior or subsequent time. (e) This Any notice or other communication required or permitted pursuant to the terms of this Agreement may not shall be amendedin writing and shall be deemed to have been duly given when delivered or mailed by United States mail, modifiedfirst class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or supplemented to such other address as the intended recipient may have theretofore furnished to the sender in any manner, whether by course of conduct or otherwisewriting in accordance herewith, except by an instrument in writing specifically designated as an amendment heretothat until any notice of change of address is received, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder notices shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps be sent to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.following addresses: If to you: If to the Company --------- -----------------

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 11 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 22(g) of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum. (b) This Agreement may be executed in two one or more counterparts, all each of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyIndemnitee, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party; provided, however, that no amendment, modification, or repeal of this Agreement or any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her official capacity. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (f) All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (1) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (2) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (3) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (4) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received: (i) If to Indemnitee, at such address as Indemnitee shall provide to the Company. (ii) If to the Company to: DocGo Inc. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇ New York, New York 10001 Attention: General Counsel or to any other address as may have been furnished to Indemnitee by the Company. (g) To the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (1) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (2) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions. (h) This Agreement shall continue until and terminate upon the later of: (1) 10 years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or (2) one year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal, commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed byTHIS AGREEMENT WILL BE GOVERNED BY, and construed in accordance withCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, the internal laws of the State of DelawareEXCLUDING ANY CONFLICTS OF LAW, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareRULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) This Except as otherwise indicated, this Agreement may is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be executed in two or more counterparts, assumed by any entity to which the Company transfers substantially all of its stock or assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In the event of payment All payments to you under this AgreementAgreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company shall be subrogated to the extent of such payment to all make charitable contributions on behalf of the rights employee by redirecting a portion of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfyour annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may not be amendedamended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, modifiedno waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or supplemented to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: ▇. ▇▇▇▇▇ ▇▇▇▇▇ Dynegy Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Executive Vice President and Chief Financial Officer (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any mannerrespect, whether by course of conduct such invalidity or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder unenforceability shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude not affect any other provision or further exercise thereof part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or the exercise illegal or unenforceable provision or part of any other right or power.a provision had never been contained herein and such

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareDelaware , unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareTexas, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareTexas. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.. ​

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed byTHIS AGREEMENT WILL BE GOVERNED BY, and construed in accordance withCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, the internal laws of the State of DelawareEXCLUDING ANY CONFLICTS OF LAW, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareRULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) This Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; provided that the Company may be executed in two or more counterparts, assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In This Agreement supersedes all previous employment agreements, written or oral, between the event Company and you. This Agreement may be amended only by written amendment duly executed by both parties or their ▇▇. ▇▇▇▇ ▇. Clarke April 8, 1997 Page 10 legal representatives and authorized by action of payment under the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the Company other party hereto of any condition or provision of this Agreement to be performed by such other party shall be subrogated to the extent deemed a waiver of a subsequent breach of such payment to all condition or provision or a waiver of a similar or dissimilar provision or condition at the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightssame or at any prior or subsequent time. (e) This Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: ▇▇▇▇ ▇. ▇▇▇▇▇▇ NGC Corporation 6540 Rutgers ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (f) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted by law. (g) You shall not be amendedrequired to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, modified, or supplemented in any manner, whether by course of conduct seeking employment or otherwise. If the foregoing reflects your understanding of the terms of your employment with the Company, except by an instrument please execute each copy of this letter in writing specifically designated as an amendment hereto, signed on behalf of each partythe space provided below. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.NGC CORPORATION

Other Provisions. The Parties further agree that. unless otherwise agreed in writing: (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard giving effect to the principles of conflict of laws thereof; (b) this Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and none of the terms of this Agreement may be amended or modified except by a written instrument signed by both Parties; (c) a Party may waive any rights under this Agreement only by written waiver duly signed by such Party and no failure to exercise or delay in exercising a right under this Agreement shall constitute a waiver of such right; (d) the rights and obligations of each Party under this Agreement may not be assigned or delegated. by operation of law or otherwise, without the consent of the other Party and any such attempt shall be void; (e) this Agreement shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns; (f) no provision of this Agreement shall affect limit or restrict either Party's right to engage in any business in any place and at any time whatsoever provided the Receiving Party does not use, reproduce, copy or disclose the Confidential Information in violation of this Agreement; (g) the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other jurisdiction that might provision of this Agreement; (h) all notices under this Agreement must be applied because in writing and shall be deemed to have been delivered to and received by a Party and will otherwise become effective on the date of conflicts actual delivery thereof (by personal delivery, express delivery service or certified mail) to the Notice Address of laws principles of the State of Delaware. such Party set forth below; (bi) This this Agreement may be executed in two counterparts; and (j) signatures exchanged by facsimile or more counterparts, PDF are effective for all of which shall be considered one and purposes hereunder to the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyextent as original signatures. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Except as otherwise set forth or permitted herein, no provisions of this Agreement may be modified, waived, or discharged except by a written document signed by Executive and all disputes or controversies arising out a duly authorized Company officer. The terms and provisions of or related to this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estates, as applicable. This Agreement shall not be assignable by Executive without the prior written consent of the Company. This Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareTennessee. Any litigation or other dispute resolution proceeding may only be brought within Tennessee, without regard and all parties to this Agreement consent to jurisdiction in H▇▇▇▇▇▇▇ County. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provision in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) jurisdiction. This Agreement may be executed in two one or more counterparts, all each of which shall be considered one and deemed to be an original but all of which together shall constitute the same instrument and shall become effective when one instrument. Except for Executive’s NDA, all oral or more counterparts have been signed by each of the parties and delivered written agreements or representations, express or implied, with respect to the other party. (c) subject matter of this Agreement are set forth herein. The parties expressly intend for the NDA to otherwise remain in full force and effect. Except as expressly provided herein, this Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement shall not be deemed construed as creating an express or implied contract of employment contract and, except as otherwise agreed in writing between Executive and the Company and Company, Executive shall not have any Indemnitee who is an officer right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, and, if the Indemnitee any purported termination of Executive’s employment that is an officer not effected in accordance with a Notice of the Company, the Indemnitee specifically acknowledges that the Indemnitee may Termination satisfying Section 4.1 shall not be discharged at any time effective for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) purposes of this Agreement. In the event a Severance Payment is triggered pursuant to the provisions of payment Section 4.2, the provisions of Section 4.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with any member of the Company Group), whether at law, tort or contract, in equity, or under this Agreement. Subject to Section 8, the Company shall payments provided for hereunder will be subrogated subject to the extent required withholding of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)federal, state and local income, excise, and the Indemnitee shall execute all papers required and shall do everything that may be necessary employment-related taxes, without any gross-ups or similar payments made to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsExecutive. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Purchaser Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification be in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyState of New York, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflicts of law. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: SLC Student Loan Trust-I 750 Washington Boulevard, 9th Floor Stamford, Co▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (203) 975-6112 Facsimile: (203) ___________ ▇▇▇▇ a copy to the Purchaser Trustee at: Bankers Trust Company 100 Plaza One Jersey City, New Jersey 07311 ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (201) ___________ Facsimile: (201) ___________ If to the Seller: SLC Student Loan Receivables I, Inc. 750 Washington Boulevard, 9th Floor Stamford, Co▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (203) 975-6923 Facsimile: (203) ___________ ▇▇▇▇ a copy to the Seller Trustee at: Bankers Trust Company 100 Plaza One Jersey City, New Jersey 07311 ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (201) ___________ Facsimile: (201) ___________ Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be amendedeffective until the fifth day after it is mailed. (h) This Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Purchaser. (j) No remedy by the terms of this Agreement conferred upon or supplemented reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Agreement or existing at law or in equity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Agreement. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Purchaser Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Purchaser Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that credit providers of the Purchaser, through an indenture or delay other financing arrangement, shall be third party beneficiaries of either party in exercising any this Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and no single or partial exercise of any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) This Except as otherwise set forth or permitted herein, no provisions of this Agreement may be modified, waived, or discharged except by a written document signed by Executive and all disputes or controversies arising out a duly authorized Company officer. The terms and provisions of or related to this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estates, as applicable. This Agreement shall not be assignable by Executive without the prior written consent of the Company. This Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareTennessee. Any litigation or other dispute resolution proceeding may only be brought within Tennessee, without regard and all parties to this Agreement consent to jurisdiction in Hamilton County. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provision in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) jurisdiction. This Agreement may be executed in two one or more counterparts, all each of which shall be considered one and deemed to be an original but all of which together shall constitute the same instrument and shall become effective when one instrument. The parties have not relied on any representations, promises, or more counterparts have been signed by each agreements of the parties and delivered any kind made to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, them in connection with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated except for those set forth in this Agreement. All oral or written agreements or representations, express or implied, with respect to the extent subject matter of such payment this Agreement are set forth herein. Except as expressly provided herein, this Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to all the subject matter hereof. Subject to Section 8, payments provided for hereunder will be subject to required withholding of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)federal, state and local income, excise, and the Indemnitee shall execute all papers required and shall do everything that may be necessary employment-related taxes, without any gross-ups or similar payments made to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsExecutive. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) The Seller shall, at its expense, furnish to the Purchaser such additional information concerning the Seller's student loan portfolio as the Purchaser may reasonably request. (b) The Seller shall, at its expense, execute all other documents and take all other steps as may be requested by the Purchaser or the Trustee from time to time to effect the sale hereunder of the FFELP Loans. (c) The provisions of this Loan Purchase Agreement cannot be waived or modified unless such waiver or modification be in writing and signed by the parties hereto. Inaction or failure to demand strict performance shall not be deemed a waiver. (d) This Agreement and all disputes or controversies arising out of or related to this Loan Purchase Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsNebraska. (e) All covenants and agreements herein contained shall extend to and be obligatory upon all successors of the respective parties hereto. (f) This Loan Purchase Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (g) If any provision of this Loan Purchase Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Loan Purchase Agreement or any part hereof. (h) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or by telecopy, addressed as follows: If to the Purchaser: Nelnet Student Loan Trust 2003-2 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with a copy to the Trustee at: If to the Seller, addressed in the manner as set forth in the first paragraph of this Loan Purchase Agreement. Either party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be effective until the fifth day after it is mailed. (i) This Loan Purchase Agreement may not be amendedterminated by either party hereto except in the manner and with the effect herein specifically provided for. (j) Time is of the essence in this Loan Purchase Agreement. (k) This Loan Purchase Agreement shall not be assignable by the Seller, modifiedin whole or in part. (l) No remedy by the terms of this Loan Purchase Agreement conferred upon or reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in addition to every other remedy given under this Loan Purchase Agreement or supplemented existing at law or in any mannerequity (including, whether without limitation, the right to such equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Loan Purchase Agreement. (m) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Trustee as directed by the Purchaser, except by an instrument in writing specifically designated which qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure or delay the Purchaser, all as required under the Higher Education Act. (n) The parties hereto acknowledge that the Trustee and other parties to the Financing Agreement, shall be third party beneficiaries of either party in exercising any this Loan Purchase Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and no single or partial exercise of the Trustee and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or powerobligations hereunder. (o) This Loan Purchase Agreement has been made and entered into not only for the benefit of the Purchaser and Seller but also for the benefit of the Trustee in connection with the financing of Eligible Loans as defined in the Financing Agreement, and upon assignment by the Purchaser to the Trustee, its provisions may be enforced not only by the parties to this Loan Purchase Agreement but by the Trustee. The foregoing creates a permissive right on behalf of the Trustee and the Trustee shall not be under any duties or any abandonment or discontinuance obligations hereunder. This Loan Purchase Agreement shall inure to the benefit of steps the Trustee and its successors and assigns. Without limiting the generality of the foregoing, all representations, covenants and agreements in this Loan Purchase Agreement which expressly confer rights upon the Trustee shall be for the benefit of and run directly to, the Trustee, and the Trustee shall be entitled to rely on and enforce such representations, covenants and agreements to the same extent as if it were a party hereto. The foregoing creates a permissive right on behalf of the Trustee, the Trustee shall not be under any duties or powerobligations hereunder. If there is an Event of Default (as defined in the Financing Agreement) under the Financing Agreement and the Trustee forecloses on its security interest on the Eligible Loans, or any course then the Trustee shall assume all duties and obligations of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerPurchaser hereunder.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Except as provided in Section 6 above, upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the Company effectively to bring suit to enforce such rights; provided, however, that such rights of subrogation and any documents or instruments executed by Indemnitee shall automatically terminate in the event that Indemnitee is required to return or is otherwise disgorged of any indemnification payments and/or advancement of Expenses through no fault of Indemnitee. In the event of such disgorgement and if the Company has recovered any payments or other consideration from any third party for such liability, the Company shall be obligated to deliver such payments or other consideration to Indemnitee. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW, RULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) Except as otherwise indicated, this Agreement is not assignable without the written authorization of both parties; except that the Company may assign this Agreement to any entity to which the Company transfers substantially all of its assets or to any entity which is a successor to the Company by reorganization, incorporation, merger or similar business combination. (c) Except as otherwise provided herein, the provisions of Paragraphs 4, 5, 6 and 7 of this Agreement shall survive the termination of this Agreement. (d) This Agreement supersedes all previous employment agreements, whether written or oral, between the Company and all disputes you. This Agreement may be amended only by written amendment duly executed by both parties and their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party hereto of any condition or controversies arising out provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or related provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (e) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be governed byin writing and shall be deemed to have been duly given when hand delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: If to you: If to the Company: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Chief Executive Officer 1590 Hoveden Dr. Dynegy Inc ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (f) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision or part of a provision of this Agreement, but this Agreement shall be reformed and construed in accordance withas if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provisions or part thereof shall be reformed so that it would be valid, the internal laws of the State of Delaware, without regard legal and enforceable to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaremaximum extent permitted by law. (bg) You shall not be required to mitigate damages (or the amount of any compensation provided under this Agreement to be paid) following your termination of employment, by seeking employment or otherwise. (h) Neither you nor the Company will make or authorize any public statement disparaging the other in its or his business interests and affairs. Notwithstanding the foregoing, neither party shall be (i) required to make any statement which it or he believes to be false or inaccurate, or (ii) restricted in connection with any litigation, arbitration or similar proceeding or with respect to its response to any legal process. (i) The waiver by the Company of breach of any provision of this Agreement by you shall not operate or be construed as a waiver of any subsequent breach by you. The waiver by you of a breach of any provision of this Agreement by the Company shall not operate or be construed as a waiver of any subsequent breach by the Company. (j) The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (k) This Agreement may be executed in two one or more counterparts, all of which shall be considered shall, collectively and separately, constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other partyagreement. (c1) This Agreement shall not be deemed an employment contract between Notwithstanding anything to the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided contrary set forth in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated may cause any of its subsidiaries for which you render services to the extent of such payment to pay or otherwise satisfy, in whole or in part, some or all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)Company's, and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsobligations hereunder. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware.. ​ (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.. ​ ​

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the CompanyCompany and/or its subsidiaries, and, if the Indemnitee is an officer of the Companyofficer, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the CompanyCompany and/or its subsidiaries. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfbehalf and subject to Section 12(b) above), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, interpreted and construed enforced in accordance with, with the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall be considered constitute one and the same instrument and shall become effective when Agreement. Only one or more counterparts have been such counterpart signed by each the party against whom enforceability is sought needs to be produced as evidence of the parties and delivered to the other partyexistence of this Agreement. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee indemnitee who is an officer or other employee of the Company, and, if the Indemnitee is an officer or other employee of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of Upon a payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)to recover against any other person for such liability, and the Indemnitee shall execute all papers documents and instruments required and shall do everything that take such other actions as may be necessary to secure such rights, including the execution of such documents as may be necessary to enable for the Company effectively to bring suit to enforce such rights. (e) This No supplement, modification or amendment of this Agreement may not shall be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument binding unless executed in writing specifically designated as an amendment by both parties hereto, signed on behalf of each party. No failure waiver of any of the provisions of this Agreement shall be deemed or delay of either party in exercising any right or remedy hereunder shall operate as constitute a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right provisions hereof (whether or powernot similar) nor shall such waiver constitute a continuing waiver. (f) All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses to either party are as provided below, or as subsequently modified by written notice to the other party. If to Indemnitee, to: If to the Company, to: Quidel Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Road San Diego, CA 92121 Attn: General Counsel

Other Provisions. (a) 12.1 This Agreement sets out the entire agreement and understanding between the parties in relation to the transactions hereby contemplated, and supersedes all disputes previous agreements, arrangements and understandings, oral or controversies arising written, between them with regard to such transactions and neither Party is entering into this Agreement or any of the arrangements contemplated hereby in reliance upon any representation or warranty not expressly set out of in this Agreement. This Agreement is not intended to and does not effect, supersede, amend or related otherwise impact the Merger Agreement. 12.2 Any amendment to this Agreement shall only be governed byeffective and binding if it is in writing and signed by both Party A and Party B. If any amendment to this Agreement increases the obligations of Party C as a guarantor, such amendment shall only be effective and construed binding if it is in accordance withwriting and signed by Party C. 12.3 No party hereto shall assign the rights, powers, or benefits of this Agreement to any third party without the internal laws consent of all the parties to this Agreement. 12.4 None of the State provisions of Delawarethis Agreement shall be deemed to constitute any partnership relationship between the Parties, without regard to nor shall any provision of this Agreement be deemed by any Party hereto as appointing the laws other Parties, or any of any other jurisdiction that might be applied because them, as the nominee of conflicts of laws principles of the State of Delawaresuch Party. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. 12.5 No failure or delay of either party by any Party hereto in exercising any right right, power or remedy hereunder under this Agreement against the other Parties, or any of them, to perform any terms and conditions of this Agreement shall operate as a waiver thereof, and no nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall the same preclude any other or further exercise thereof or the exercise of any other right right, power or power.remedy. Without limiting the foregoing, no waiver by any Party hereto of any breach by the other Parties, or any of them, of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof and shall not prejudice such Party’s rights in the event of another breach of the same or any other term of this

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Purchaser Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification be in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyState of New York, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflicts of law. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be amendedgiven by either party to the other shall be in writing, modifiedand each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 48 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, by overnight courier, or supplemented in any mannerby telecopy, whether by course of conduct or otherwiseaddressed as follows: If to the Purchaser: SLC Student Loan Receivables I, except by an instrument in writing specifically designated as an amendment heretoInc. 750 Washington Boulevard, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as 9th Floor Stamford, Co▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (203) 975-6923 Facsimile: (203) ___________ ▇▇▇▇ a waiver thereofcopy to the Purchaser Trustee at: Bankers Trust Company 100 Plaza One Jersey City, and no single or partial exercise of any such right or powerNew Jersey 07311 ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (201) ___________ Facsimile: (201) ___________ If to the Seller: The Student Loan Corporation 750 Washington Boulevard, or any abandonment or discontinuance of steps 9th Floor Stamford, Co▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: _________________ Telephone: (203) 975-_______ Facsimile: (203) ___________ with a copy to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.Seller Trustee at:

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of DelawareCayman Islands, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles rules , unless, if the Indemnitee is an employee of the State Company, otherwise required by the law of Delawarethe state in which the Indemnitee primarily resides and works. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the Cayman Islands, and not in any other court in any other country, (ii) generally and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Cayman Islands for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the courts of the Cayman Islands, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the courts of the Cayman Islands has been brought in an improper or inconvenient forum. The foregoing consent to the exclusive jurisdiction of the courts of the Cayman Islands shall not constitute general consent to service of process for any purpose except as provided above, and shall not be deemed to confer rights on any person other than the parties to this Agreement. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (e) A person who is not a party to this Agreement has no right under the Cayman Islands’ Contracts (Rights of Third Parties) Act (as amended) (the “Third Party Rights Act”), to enforce directly any term of this Agreement save that, each Designee Indemnitor may enforce directly its rights pursuant to this Agreement subject to and in accordance with the provisions of the Third Party Rights Act. Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including, without limitation, any Designee Indemnitors) shall not be required for any variation, waiver, assignment, novation, release, rescission, termination or settlement under this Agreement at any time.]3

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Eligible Lender Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification is in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyCommonwealth of Pennsylvania, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflicts of law. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 72 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, and on the next business day if sent by overnight courier or by telecopy, addressed as follows: If to the Purchaser: PHEAA Student Loan Trust I c/o Wachovia Bank of Delaware, National Association One ▇▇▇▇▇▇ Square, Suite 102 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Telephone: (302) 888 - 7528 Facsimile: (302) 888 - 7544 with a copy to the Eligible Lender Trustee at: Manufacturers and Traders Trust Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Telephone: (717) 255 - 2323 Facsimile: (717) 231 - 2608 If to the Seller: PHEAA Student Loan Foundation, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ - 1444 Attention: __________________ Telephone: (717) _____________ Facsimile: (717) ______________ with a copy to the Seller Trustee at: Manufacturers and Traders Trust Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Telephone: (717) 255 - 2323 Facsimile: (717) 231 - 2608 Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be amendedeffective until the fifth day after it is mailed. (h) This Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Purchaser. (j) No remedy by the terms of this Agreement conferred upon or supplemented reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Agreement or existing at law or in equity (including, whether without limitation, the right to equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Agreement. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Eligible Lender Trustee as directed by the Purchaser in accordance with the terms of the Eligible Lender Trust Agreement dated as of __________, except by an instrument in writing specifically designated 2003, between the Purchaser the Eligible Lender Trustee. The Eligible Lender Trustee qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Eligible Lender Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that the credit providers of the Purchaser, through an indenture or delay other financing arrangement, shall be third party beneficiaries of either party in exercising any this Agreement with the power and right or remedy hereunder shall operate as a waiver to enforce the provisions thereof, and no single or partial exercise of any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) 6.1 Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each Party. 6.2 This Agreement may not be assigned by a Party without the prior written consent of the other Party. 6.3 Any delay or failure by the Discloser in exercising any right, power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise. 6.4 The rights and all disputes remedies of each of the Parties under or controversies arising out pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law. 6.5 The provisions of or related to this Agreement shall be governed byseverable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and construed in accordance with, the internal laws of the State of Delaware, without regard remaining provisions shall remain enforceable to the laws fullest extent permitted by law. 6.6 A person who is not a party to this Agreement other than the Discloser's Affiliate shall have no right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the Parties or this Agreement may be rescinded (in each case) without the consent of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delawaresuch Affiliates. (b) 6.7 This Agreement may be executed in two one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which which, when taken together, shall be considered deemed to constitute one and the same instrument agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and shall become effective when one or more counterparts pictorial appearance of a document, will have been signed by each the same effect as physical delivery of the parties paper document bearing the original signature. 6.8 This Agreement and delivered any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and subject to the other partyexclusive jurisdiction of the English courts. Signed for and on behalf of [ ] ) ) ) ……………………………… Signature ……………………………… Print Name ……………………………… Print Title Signed for and on behalf of [ ] ) ) ) ……………………………… Signature ……………………………… Print Name ……………………………… Print Title Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) U-2 10.00am Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders' participation) U-2 11.00am LIBOR is fixed Quotation Day as of 11.00am “U” = date of Utilisation “U – X” = X Business Days prior to the date of Utilisation To: [l] as Agent [Parent Company]/[[Obligors' Agent] as Obligors' Agent], for and on behalf of each Obligor From: [Increase Lender] (the "Increase Lender") Dated: Dear Sirs, 1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation. 2. We refer to Clause 2.2 (Increase). 3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the schedule (the "Relevant Commitment") as if it was an Original Lender under the Agreement. 4. The proposed date on which the increase in relation to the Increase Lender and the relevant Commitment is to take effect (the "Increase Date") is [insert date]. 5. On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender. 6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 33.2 (Addresses) are set out in the Schedule. 7. The Increase Lender expressly acknowledges the limitations on the Lenders' obligations referred to in paragraph (F) of Clause 2.2 (Increase). 8. The Increase Lender confirms that it is: (a) [not] a UK Qualifying Lender and [not] an Irish Qualifying Lender; and (b) [a Treaty Lender with respect to [the United Kingdom] [and] [Ireland [and, in the case of the latter, that it is a Treaty Lender which is not otherwise an Irish Qualifying Lender]]].9 9. The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either: (a) a company resident in the United Kingdom for United Kingdom Tax purposes; (b) a partnership each member of which is: (i) a company so resident in the United Kingdom; or (ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or (c) This Agreement shall a company not be deemed an employment contract between so resident in the Company United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and any Indemnitee who is an officer which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the Company, and, if the Indemnitee CTA) of that company.10 10. The Increase Lender confirms that it is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in not a separate written contract between the Indemnitee and the CompanyDefaulting Lender. 11. The Increase Lender confirms that it is [not]11 an Acceptable Bank. 12. [The Increase Lender confirms that it is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport Scheme (dreference number [ ]), so that interest payable to it by a UK Borrower is generally subject to full exemption from UK withholding tax and its jurisdiction of Tax residence is [ ] and notifies the Parent Company that: (a) In each UK Borrower which is a Party as a UK Borrower as at the event of payment under this AgreementIncrease Date must, the Company shall be subrogated to the extent of such payment to all that the Increase Lender becomes a Lender under the 10 Include if Increase Lender comes within paragraph (a)(iii) of the rights definition of recovery Qualifying Lender in Clause 15.1(A) (Definitions). 11 Include/delete as applicable. Facility which is made available to that Borrower pursuant to Clause 2 (The Facility) of the Indemnitee Agreement, make an application to HM Revenue & Customs under form DTTP2 in accordance with paragraph (excluding insurance obtained K)(i) of Clause 15.2 (Tax gross-up); and (b) each Additional Borrower which is a UK Borrower and which becomes an Additional Borrower after the Increase Date must make an application to HM Revenue & Customs under form DTTP2 in accordance with paragraph (K)(ii) of Clause 15.2 (Tax gross-up).12 13. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution counterparts were on a single copy of such documents necessary to enable the Company effectively to bring suit to enforce such rightsthis Increase Confirmation. (e) 14. This Agreement may not be amended, modified, Increase Confirmation and any non contractual obligations arising out of or supplemented in any manner, whether connection with it are governed by course English law. 15. This Increase Confirmation has been entered into on the date stated at the beginning of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerthis Increase Confirmation.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State Commonwealth of DelawareVirginia, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State Commonwealth of DelawareVirginia. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement is governed by the laws of the state of New York and the parties agree to submit any and all disputes to a court of competent jurisdiction in New York. This Agreement contains the whole Agreement between the parties and there are no terms, conditions or controversies arising out collateral agreements expressed, implied, or statutory, other than those expressly set forth in this Agreement. No amendment of or related to this Agreement shall will be governed by, and construed binding unless executed in accordance with, the internal laws writing by authorized signing officers of both parties hereto. No waiver of any of the State provisions of Delaware, without regard this Agreement will be deemed to the laws constitute a waiver of any other jurisdiction that might provision nor will such a waiver constitute a continuing waiver unless otherwise expressly provided in writing executed by the party to be applied because bound. No failure of conflicts of laws principles either party to insist upon strict compliance with any obligation or provision hereunder, and no custom or practice of the State parties at variance with the terms hereof, will constitute a waiver of Delaware. (b) any right to demand exact compliance with the terms of this Agreement. Neither party's delay or omission in exercising any right, power or remedy upon a breach or default by the other party will impair any such right, power or remedy. Neither this Agreement nor any rights under it may be assigned, transferred, shared or delegated by either party without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Rogers may assign all of its rights and responsibilities under this Agreement to an Affiliate or a party acquiring all or substantially all of its assets whether by purchase, merger, acquisition or any other means without consent. This Agreement may be executed signed in two counterparts including counterparts by fax. If any provision of this Agreement is found to be invalid, illegal or more counterpartsunenforceable by a court of competent jurisdiction, all of which shall then such provision will be considered one deemed to be severed from this Agreement and the same instrument remainder of this Agreement will not be affected and shall become effective when one or more counterparts have been signed by each of the parties and delivered will remain in full force to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) extent permitted by law. In the event that any portion of payment under this Agreement will have been so determined to be or become invalid, illegal or unenforceable (the "OFFENDING PORTION"), the parties will negotiate in good faith such changes to this Agreement as will best preserve for the parties the benefits and obligations of such Offending Portion. All headings and captions contained in this Agreement are for convenience only and do not constitute a part of this Agreement. Whenever required, the Company shall singular will be subrogated deemed to include the extent of such payment to all of plural and vice versa. Whenever required, the rights of recovery of masculine gender will include the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)feminine, and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) vice versa. This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf is binding upon the successors to and permitted assigns of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all both of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties party and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (ed) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power. (e) This Agreement shall not be deemed an employment contract between the Company and the Indemnitee, and the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company.

Other Provisions. (a) This Except as otherwise set forth or permitted herein, no provisions of this Agreement may be modified, waived, or discharged except by a written document signed by Executive and all disputes or controversies arising out a duly authorized Company officer.The terms and provisions of or related to this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estates, as applicable. This Agreement shall not be assignable by Executive without the prior written consent of the Company. This Agreement shall be governed by, and construed in accordance with, by the internal laws of the State of DelawareTennessee. Any litigation or other dispute resolution proceeding may only be brought within Tennessee, without regard and all parties to this Agreement consent to jurisdiction in H▇▇▇▇▇▇▇ County. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable in any jurisdiction, then such provision shall, as to such jurisdiction, be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or if such provision cannot be so modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement; provided, however, that the legality, binding effect and enforceability of the remaining provisions of this Agreement, to the extent the economic benefits conferred upon the parties by virtue of this Agreement remain substantially unimpaired, shall not be affected or impaired in any manner, and any such invalidity, illegality or unenforceability with respect to such provision in such jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) jurisdiction. This Agreement may be executed in two one or more counterparts, all each of which shall be considered one and deemed to be an original but all of which together shall constitute the same instrument instrument. Except for Executive’s NDA, all oral or written agreements or representations, express or implied, with respect to the subject matter of this Agreement are set forth herein. The parties expressly intend for the NDA to otherwise remain in full force and shall become effective when one effect. Except as expressly provided herein, this Agreement supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or more counterparts have been signed by each of oral, with respect to the subject matter hereof. Notwithstanding the foregoing or anything contained herein to the contrary, the parties agree that any restrictive covenants set forth in that certain purchase agreement dated July 3, 2018 by and delivered to the other party. among Covenant Logistics Group, Inc. (c) formerly known as Covenant Transportation Group, Inc.), Landair Holdings, Inc., S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and J▇▇▇ ▇. ▇▇▇▇▇, as may be amended from time-to-time, remain superseded. . This Agreement shall not be deemed construed as creating an express or implied contract of employment contract and, except as otherwise agreed in writing between Executive and the Company and Company, Executive shall not have any Indemnitee who is an officer right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, and, if the Indemnitee any purported termination of Executive’s employment that is an officer not effected in accordance with a Notice of the Company, the Indemnitee specifically acknowledges that the Indemnitee may Termination satisfying Section 5.1 shall not be discharged at any time effective for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) purposes of this Agreement. In the event a Severance Payment is triggered pursuant to the provisions of payment Section 5.2, the provisions of Section 5.2 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with any member of the Company Group), whether at law, tort or contract, in equity, or under this Agreement. Subject to Section 8, the Company shall payments provided for hereunder will be subrogated subject to the extent required withholding of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf)federal, state and local income, excise, and the Indemnitee shall execute all papers required and shall do everything that may be necessary employment-related taxes, without any gross-ups or similar payments made to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsExecutive. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related the rights and duties of the parties to this Agreement arising from or relating in any way to the subject matter of this Agreement, including any claims, shall be governed by, construed and construed enforced in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of Delaware. (b) This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (c) This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Company. (d) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or power.

Other Provisions. (a) This Agreement The Seller shall, at its expense, execute all other documents and take all disputes other steps as may be requested by the Purchaser or controversies arising out of or related the Eligible Lender Trustee from time to this Agreement shall be governed by, time to effect the sale and construed in accordance with, the internal laws contribution hereunder of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareFFELP Loans. (b) This Agreement, including the Exhibits hereto, sets forth the entire understanding among the parties hereto as to the subject matter set forth herein. The provisions of this Agreement may cannot be executed waived or modified unless such waiver or modification is in two or more counterparts, all of which shall be considered one writing and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered hereto. Inaction or failure to the other partydemand strict performance shall not be deemed a waiver. (c) This Agreement shall not be deemed an employment contract between governed by the Company and any Indemnitee who is an officer laws of the CompanyCommonwealth of Pennsylvania, and, if the Indemnitee is an officer without giving effect to principles of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companyconflict of laws. (d) In the event of payment under this Agreement, the Company All covenants and agreements herein contained shall extend to and be subrogated to the extent of such payment to obligatory upon all successors of the rights of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rightsrespective parties hereto. (e) This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (f) If any provision of this Agreement shall be held, deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular situation, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other situation or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or paragraphs herein contained shall not affect the remaining portions of this Agreement or any part hereof. (g) All notices, requests, demands or other instruments which may or are required to be given by either party to the other shall be in writing, and each shall be deemed to have been properly given when served personally on an officer of the party to whom such notice is given or upon expiration of a period of 72 hours from and after the postmark thereof when mailed, postage prepaid, by registered or certified mail, requesting return receipt, and on the next business day if sent by overnight courier or by telecopy, addressed as follows: If to the Purchaser: PHEAA Student Loan Foundation, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇- 1444 Attention: ______________ Telephone: (717) ___________ Facsimile: (717) ____________ with a copy to the Eligible Lender Trustee at: Manufacturers and Traders Trust Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Telephone: (717) 255 - 2323 Facsimile: (717) 231 - 2608 If to the Seller: The Pennsylvania Higher Education Assistance Agency ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - 1444 Attention: __________________ Telephone: (717) ______________ Facsimile: (717) _______________ Any party may change the address and name of the addressee to which subsequent notices are to be sent to it by notice to the others given as aforesaid, but any such notice of change, if sent by mail, shall not be amendedeffective until the fifth day after it is mailed. (h) This Agreement may not be terminated by either party hereto except in the manner and with the effect herein specifically provided for. (i) This Agreement shall not be assignable by the Seller, modifiedin whole or in part, without the prior written consent of the Purchaser. (j) No remedy by the terms of this Agreement conferred upon or supplemented reserved to the Purchaser is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and in any manneraddition to every other remedy given under this Agreement or existing at law or in equity (including, whether without limitation, the right to equitable relief by course way of conduct injunction) or otherwiseby statute on or after the date of this Agreement. (k) Acts to be taken by the Purchaser with respect to acquiring and holding title to FFELP Loans hereunder shall be taken by the Eligible Lender Trustee as directed by the Purchaser in accordance with the terms of the Foundation Eligible Lender Trust Agreement dated as of _____________, except by an instrument in writing specifically designated 2003, between the Purchaser and the Eligible Lender Trustee. The Eligible Lender Trustee qualifies as an amendment hereto"eligible lender" trustee under the Higher Education Act, signed and all references herein to the Purchaser shall incorporate by this reference the fact that the Eligible Lender Trustee will be acquiring and holding title to FFELP Loans on behalf of each party. No failure the Purchaser, all as required under the Higher Education Act. (l) The parties hereto acknowledge that the Issuer and credit providers of the Purchaser and/or the Issuer, as the case may be, through an indenture or delay other financing arrangement, shall be third party beneficiaries of either party in exercising any this Agreement with the power and right or remedy hereunder shall operate as a waiver thereofto enforce the provisions hereof, and no single or partial exercise of that the Issuer and any such credit providers may become an assignee of the Purchaser. The foregoing creates a permissive right on the part of such third party beneficiaries, and such third party beneficiaries shall be under no duties or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other right or powerobligations hereunder.

Other Provisions. (a) This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed byTHIS AGREEMENT WILL BE GOVERNED BY, and construed in accordance withCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, the internal laws of the State of DelawareEXCLUDING ANY CONFLICTS OF LAW, without regard to the laws of any other jurisdiction that might be applied because of conflicts of laws principles of the State of DelawareRULE OR PRINCIPLE THAT MIGHT OTHERWISE REFER TO THE SUBSTANTIVE LAW OF ANOTHER JURISDICTION. (b) This Except as otherwise indicated, this Agreement may is not assignable without the written authorization of both parties; provided that the Company shall cause this Agreement to be executed in two or more counterparts, assumed by any entity to which the Company transfers substantially all of its assets or to any entity which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered is a successor to the other partyCompany by reorganization, incorporation, merger or similar business combination. (c) This Except as otherwise provided herein, the provisions of Paragraphs 4, 5 and 6 of this Agreement shall not be deemed an employment contract between survive the Company and any Indemnitee who is an officer termination of the Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written contract between the Indemnitee and the Companythis Agreement. (d) In the event of payment All payments to you under this AgreementAgreement will be subject to the withholding of all applicable employment taxes and income taxes; provided, however, that at your request the parties hereto will use reasonable efforts to explore alternatives to allow the Company shall be subrogated to the extent of such payment to all make charitable contributions on behalf of the rights employee by redirecting a portion of recovery of the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalfyour annual bonuses to charitable organization(s) chosen by you in accordance with Paragraph 3(b), and the Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. (e) This Agreement supersedes all previous employment agreements, written or oral, between the Company and you. This Agreement may not be amendedamended only by written amendment duly executed by both parties or their legal representatives and authorized by action of the Board. Except as otherwise specifically provided in this Agreement, modifiedno waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or a waiver of a similar or dissimilar provision or condition at the same or at any prior or subsequent time. (f) Any notice or other communication required or permitted pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States mail, first class, postage prepaid and registered with return receipt requested, addressed to the intended recipient at his or its address set forth below and, in the case of a notice or other communication to the Company, directed to the attention of the Board of Directors with a copy to the Secretary of the Company, or supplemented to such other address as the intended recipient may have theretofore furnished to the sender in writing in accordance herewith, except that until any notice of change of address is received, notices shall be sent to the following addresses: IF TO YOU: IF TO THE COMPANY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Dynegy Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: President (g) If any one or more of the provisions or parts of a provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any mannerrespect, whether by course of conduct such invalidity or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder unenforceability shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude not affect any other provision or further exercise thereof part of a provision of this Agreement, but this Agreement shall be reformed and construed as if such invalid or the exercise illegal or unenforceable provision or part of any other right or power.a provision had never been contained herein and such