0001201009-09-000014 Sample Contracts

MASTER PARTICIPATION AGREEMENT UNITED STATES DEPARTMENT OF EDUCATION JULY 25, 2008 PARTICIPATION INTERESTS IN ELIGIBLE LOANS MADE PURSUANT TO THE FEDERAL FAMILY EDUCATION LOAN PROGRAM
Master Participation Agreement • March 2nd, 2009 • Student Loan Corp • Personal credit institutions • New York

Participation Agreement”), among the United States Department of Education (“Department”),an individual Eligible Lender or the holder of beneficial interests in Loans (such entity,“Sponsor”), and if the latter, the related Eligible Lender Trustee, each made party to this Master Participation Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A (“Adoption Agreement”), and the Sponsor’s Custodian made party to this Master Participation Agreement by executing the Adoption Agreement (“Custodian”).

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AMENDMENT NO. 4 TO OMNIBUS CREDIT AGREEMENT
Omnibus Credit Agreement • March 2nd, 2009 • Student Loan Corp • Personal credit institutions

This Amendment No. 4 to Omnibus Credit Agreement is dated as of February 27, 2009 by and between Citibank, N.A., a national banking association, and its successors and assigns (collectively “Citibank, N.A.”), and The Student Loan Corporation, a corporation organized under the laws of the state of Delaware (“STU”).

ADOPTION AGREEMENT
Adoption Agreement • March 2nd, 2009 • Student Loan Corp • Personal credit institutions • New York

This Adoption Agreement, dated as of the date set forth on the signature page, among the United States Department of Education (“Department”), the Sponsor (as listed in Section 1 hereof) (“Sponsor”), the Eligible Lender Trustee (as listed in Section 1A hereof) (“Eligible Lender Trustee”), and the Custodian (as listed in Section 2 hereof) (“Custodian”) is made pursuant to the Master Participation Agreement, dated as of July 25, 2008, published by the Department (“Master Participation Agreement”). Capitalized terms used but not otherwise defined herein, shall have the meanings set forth in the Master Participation Agreement.

AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT FOR EDUCATION LOAN SERVICING
Student Loan Corp • March 2nd, 2009 • Personal credit institutions

This Amendment No. 1 to Amended and Restated Agreement for Education Loan Servicing dated as of January 1, 2009 among Citibank (South Dakota), N.A., a national banking association (the “Service Provider”), and The Student Loan Corporation, a Delaware corporation (“Customer”) and Citibank, N.A., as trustee for The Student Loan Corporation, a national banking association (“Citibank”).

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