Common use of Additional Duties Clause in Contracts

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Trustee or the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Issuer Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereof, and in accordance with the directions of the Issuer, or Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Administration Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Administration Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor issuer administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or and are reasonably within the capability of the Issuer Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsset forth therein. Subject to Section 5 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. Without limiting the generality of the foregoing, Managing Member shall have the following additional duties with respect to the overall operation of the Company and its Subsidiaries and the ownership of the Project, all to be carried out in accordance with this Agreement: (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties Provide operating reports and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreementfinancial statements in accordance with Article IX. (ii) In furtherance Notify KBS Member of the foregoingsuch matters and render such reports to KBS Member from time to time as KBS Member may reasonably request in writing, the Issuer shall execute including, without limitation, at all times and deliver in each event no less frequently than monthly, keeping KBS Member informed of material information relating to the Issuer Administrator one Project by (1) notifying KBS SMRH:479102057.10 4 Member in advance of public hearings and other proceedings relating to any existing or more powers of attorney substantially in the form of Exhibit A heretoproposed entitlements, appointing the Issuer Administrator the attorney-in-fact of the Issuer mapping, subdivision or material permits for the purpose Project and (2) notifying KBS Member within five (5) business days and promptly delivering to KBS Member copies of executing on behalf of each of any written offers to purchase or otherwise acquire the Issuer all such documentsProject, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereofor any interest therein, and in accordance with of any written indications of interest, written invitations to deal, written solicitations of sales which represent bona fide offers regarding the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Trustee or the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related AgreementsProject. (iii) In carrying out Comply with the foregoing duties Annual Budget, as it may be modified in accordance with this Agreement. Except for expenditures made and obligations incurred, in each case as previously approved pursuant to the Annual Budget and the Permitted Budget Variance (as hereinafter defined) or in writing by KBS Member, the Managing Member shall have no authority to make any expenditure or incur any obligation or liability on behalf of the Company or any Subsidiary. Subject to the Annual Budget and the Permitted Budget Variance or as may be approved in writing by KBS Member, the Managing Member shall not expend on behalf of its the Company or any Subsidiary more than what it in good faith believes to be the fair and reasonable market value at the time and place of contracting or any goods purchased or services engaged on behalf of the Company or any Subsidiary. Subject to Section 2.02(d) below, Managing Member may enter into any such contracts on behalf of the Company or any Subsidiary for goods purchased or services contemplated by the Annual Budget, if any, provided that such contracts shall be terminable by the Company or any applicable Subsidiary upon thirty (30) days’ notice without penalty or if such contracts are not contemplated by the Annual Budget they shall be for an amount not to exceed (A) the sum of $10,000 as to any single expenditure, and (B) the sum of $50,000 annually (in each case, such expenditures may hereinafter be referred to as the "De Minimis Expenditures"). Any such contract (other obligations under than contracts that are for De Minimis Expenditures) that is either (x) not terminable by the Company or the applicable Subsidiary upon thirty (30) days’ notice or (y) are not contemplated by the Annual Budget shall in each case require the prior written approval of KBS Member. As used in this Agreement, the Issuer Administrator may enter into transactions or otherwise deal term “Permitted Budget Variance” means, with respect to any Annual Budget, any disbursement of its affiliates; provided, however, funds in any amount that would not result in a particular line item being exceeded 10% of such line item for the terms of any such transactions or dealings shall be year in accordance with any directions received from the Issuer question or the Delaware Trustee and shall be, total Annual Budget being exceeded by more than 5% in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated partiesaggregate. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsset forth therein. Subject to Section 5 4 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, perform such calculations and shall prepare or shall cause to be performed, its duties and obligations and the duties and obligations preparation by other appropriate Persons of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to Section 5 hereofprepare, file or deliver pursuant to the Related Agreements, and in accordance with at the directions request of the Issuer, Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Delaware TrusteeOwner Trustee to take pursuant to the Related Agreements. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Issuer Administrator shall administer, perform or supervise the be responsible for performance of such the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other activities things, accounting and reports to the Owner. (iii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any resignation or removal of the foregoing provisions Owner Trustee, and as are any other duties expressly requested by the Issuer, the Delaware Trustee or the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as required to be performed or delivered by the Administrator under the Trust Related AgreementsAgreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee Issuing Entity and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee Issuing Entity than would be available from unaffiliated parties. (ivv) In carrying out any The Administrator hereby agrees to execute on behalf of its obligations under this Agreementthe Issuing Entity all such documents, reports, filings, instruments, certificates and opinions as it shall be the Issuer Administrator may act either directly duty of the Issuing Entity to prepare, file or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of themdeliver pursuant to the Basic Documents.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Issuer, and the Owner Trustee on behalf of the Issuer Issuer, under the Indenture and the Trust Agreement. (ii) Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance of the foregoingthereof, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator as the attorney-in-fact of the Issuer Issuer, for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 hereofof this Agreement, and in accordance with the directions written instructions of the Issuer, the Depositor, the Indenture Trustee or the Delaware Owner Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) Collateral as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Related AgreementsAgreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions written instructions received from the Issuer Issuer, the Depositor, the Indenture Trustee or the Delaware Owner Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iviii) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate Persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Issuer Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Issuer Trustee to take pursuant to the Related Agreements. Subject to Section 5 hereof4.5 of this Agreement, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer Trustee and are reasonably within the Delaware Trustee or capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are specified as the duties expressly required to be performed or delivered by the Administrator under the Declaration of Trust Related Agreementsand shall distribute to the Beneficiary under the Declaration of Trust the Annual Net Income of the Trust in accordance with the terms of the Declaration of Trust. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In carrying out any furtherance thereof, the Issuer Trustee on behalf of its obligations under the Issuer hereby irrevocably appoints the Administrator as the Trust’s attorney-in-fact (coupled with an interest) during the term of this Agreement, with full authority in the place and stead of and in the name of the Trust or otherwise, including full power of substitution, from time to time in the Administrator’s discretion or as required by this Agreement, to take such actions on behalf of the Issuer Trustee on behalf of the Trust as the Administrator may act either directly deem necessary or through agentsadvisable to comply with or effect the purposes of this Agreement and any Transaction Document, attorneysincluding, accountantswithout limitation, independent contractors to execute any written orders, documents, reports, filings, instruments, certificates and auditors opinions in connection therewith, to amend or supplement any documents as necessary in connection with the activities of the Trust or the Trust Assets, to ask, demand, collect, xxx for, recover, compound, receive and enter into agreements give acquittance and receipts or monies due and to become due to the Trust or otherwise owed thereto, to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith, and to file any claims or take any action or institute any proceedings which the Administrator may deem necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of this Agreement and any of themTransaction Document.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or and are reasonably within the capability of the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (v) Within 30 days from the Closing Date, the Administrator and Xxxxx'x Investors Service, Inc. ("Moody's") shall agree upon annual agreed upon procedures to be performed by Ernst & Young LLP, or another "big four" accounting firm, with respect to the Issuer for each fiscal year of the Issuer commencing with the fiscal year ending December 31, 2004 (such procedures, the "Agreed Upon Procedures"). Within 120 days after the end of each of the Issuer's fiscal years, commencing with the fiscal year ending December 31, 2004, the Administrator shall cause Ernst & Young, or another "big four" accounting firm, to deliver to Moody's a letter setting forth the results of the Agreed Upon Procedures for the applicable fiscal year.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsset forth therein. Subject to Section 5 6 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsset forth therein. Subject to Section 5 6 hereof, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, but subject to Section 1(c)(ii), the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 1(c)(ii) and 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Owner Trustee and are reasonably within the Delaware Trustee or capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are the duties of the Transferor specified as in Section 9.02 of the Trust Agreement required to be performed in connection with the resignation or delivered removal of the Owner Trustee, and any other duties expressly required to be performed by the Transferor or the Administrator under the Trust Related AgreementsAgreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Owner Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents. In carrying out any of its obligations under this Agreementfurtherance thereof, the Issuer Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator may act either directly or through and its agents, attorneysand to each successor Administrator appointed pursuant to the terms hereof, accountantsone or more powers of attorney substantially in the form of Exhibit A hereto, independent contractors appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and auditors opinions. (v) The Administrator shall indemnify, defend and enter into agreements with hold harmless the Owner Trustee and its successors, assigns, directors, officers, agents, employees and servants from and against any and all Expenses (as defined in the Trust Agreement), subject to the terms of themSection 7.02 of the Trust Agreement.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, but subject to Sections 3(c) and 7, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Issuer in the interest of the holders of the Transferor Certificates, and at the request of the Issuer or the Owner Trustee shall cause to be taken all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5 hereofSections 3(c) and 7 of this Agreement, and in accordance with the directions of the Issuer, the Owner Trustee or the Delaware TrusteeTransferor, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Owner Trustee or the Transferor and are reasonably within the capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are specified as any duties expressly required to be performed or delivered by the Administrator under the Trust Agreement. (iii) The Administrator shall cause to be withdrawn all excess amounts on deposit in the Collection Account and cause the same to be paid to the Issuer for application as provided in the Related Agreements. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Transferor or the Delaware Trustee Issuer and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In carrying out any of its obligations under this Agreementfurtherance thereof, the Issuer Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator may act either directly or through and its agents, attorneysand to each successor Administrator appointed pursuant to the terms hereof, accountantsone or more powers of attorney substantially in the form of Exhibit A hereto, independent contractors appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and auditors and enter into agreements with any of themopinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Owner Trustee on behalf of the Issuer under the Indenture and the Trust Agreement. (ii) Agreement including, without limitation, those duties and obligations set forth on Schedule A hereto. In furtherance of the foregoingthereof, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator as the attorney-in-fact of the Issuer Issuer, for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 hereofof this Agreement, and in accordance with the directions of the Issuer, the Depositor or the Delaware Owner Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Related AgreementsAgreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuer, the Indenture Trustee, or the Delaware Trustee Owner Trustee, and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iviii) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and may enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate Persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5 hereof5.5 of this Agreement, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Owner Trustee and are reasonably within the Delaware Trustee or capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are specified as the duties expressly required to be performed or delivered by the Administrator under the Trust Related AgreementsAgreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In carrying out any of its obligations under this Agreementfurtherance thereof, the Issuer Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator may act either directly or through and its agents, attorneysand to each successor Administrator appointed pursuant to the terms hereof, accountantsone or more powers of attorney substantially in the form of Exhibit C, independent contractors appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and auditors and enter into agreements with any of themopinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or and are reasonably within the capability of the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, perform or cause to be performed, its duties and obligations and performed the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsset forth therein. Subject to Section 5 6 hereof, and in accordance with the directions of the Issuer, Issuer or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or the AdministratorTrustee. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, but subject to Section 1(c)(ii), the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 1(c)(ii) and 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Owner Trustee and are reasonably within the Delaware Trustee or capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are the duties of the Transferor specified as in Section 9.02 of the Trust Agreement required to be performed in connection with the resignation or delivered removal of the Owner Trustee, and any other duties expressly required to be performed by the Transferor or the Administrator under the Trust Related AgreementsAgreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Owner Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Documents. In carrying out any of its obligations under this Agreementfurtherance thereof, the Issuer Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator may act either directly or through and its agents, attorneysand to each successor Administrator appointed pursuant to the terms hereof, accountantsone or more powers of attorney substantially in the form of Exhibit A hereto, independent contractors appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and auditors and enter into agreements with any of themopinions.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, perform such calculations and shall prepare or shall cause to be performed, its duties and obligations and the duties and obligations preparation by other appropriate Persons of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject opinions as it shall be the duty of the Issuer or the Owner Trustee to Section 5 hereofprepare, file or deliver pursuant to the Related Agreements, and in accordance with at the directions request of the Issuer, Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Delaware TrusteeOwner Trustee to take pursuant to the Related Agreements. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Issuer Administrator shall administer, perform or supervise the be responsible for performance of such the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other activities things, accounting and reports to the Owner. (iii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any resignation or removal of the foregoing provisions Owner Trustee, and as are any other duties expressly requested by the Issuer, the Delaware Trustee or the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as required to be performed or delivered by the Administrator under the Trust Related AgreementsAgreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (ivv) In carrying out any The Administrator hereby agrees to execute on behalf of its obligations under this Agreement, the Issuer Administrator may act either directly all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of themdeliver pursuant to the Basic Documents.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, the Issuer shall execute and deliver to the Issuer Administrator and to each successor issuer administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereofof this Agreement, and in accordance with the directions of the Issuer, or Issuer and the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Issuer or the Delaware Trustee or and are reasonably within the capability of the Issuer Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Issuer Administrator under the Trust Related Agreements. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the duties and obligations of the Delaware Owner Trustee on behalf of the Issuer under the Indenture and the Trust Agreement. (ii) Agreement including, without limitation, those duties and obligations set forth on SCHEDULE A hereto. In furtherance of the foregoingthereof, the Issuer shall execute and deliver to the Issuer Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit EXHIBIT A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 hereof4 of this Agreement, and in accordance with the directions of the Issuer, or Issuer and the Delaware Owner Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Delaware Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. The Issuer Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Administrator under the Indenture and the Trust Related AgreementsAgreement. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions or otherwise deal with any of its affiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer Issuer, the Indenture Trustee or the Delaware Trustee Owner Trustee, and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iviii) In carrying out any of its obligations under this Agreement, the Issuer Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (iv) In carrying out its duties under this Agreement with respect to delinquent or defaulted Student Loans, the Administrator may retain and employ agents to collect on such Student Loans and to commence any actions or proceedings the agents deem necessary in connection with such collection efforts on such Student Loans. (v) The Administrator shall cause a nationally recognized independent public accounting firm to conduct an annual audit of the Financed Student Loans owned by the Issuer in accordance with procedures acceptable to the Rating Agencies and shall provide the Rating Agencies with a copy of the audit report.

Additional Duties. (i) In addition to the duties of the Issuer Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Issuer Administrator shall perform, or cause to be performed, its duties and obligations and the -------- -------- - perform all duties and obligations of the Delaware Trustee on behalf of the Issuer under the Trust Agreement. (ii) In furtherance of the foregoing, Related Agreements and shall perform such calculations and shall prepare for execution by the Issuer and shall execute and deliver to cause the Issuer Administrator one or more powers preparation by other appropriate persons of attorney substantially in the form of Exhibit A hereto, appointing the Issuer Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of each of the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section Sections 1(c)(ii) -------- -------- and 5 hereofof this Agreement, and in accordance with the directions of the - Issuer, or the Delaware Trustee, the Issuer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Trust Estate Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, Owner Trustee and are reasonably within the Delaware Trustee or capability of the Administrator. . (ii) The Issuer Administrator agrees to shall perform such obligations and deliver such notices as are specified as any duties expressly required to be performed or delivered by the Administrator under the Trust Related AgreementsAgreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Issuer Administrator may enter into transactions with or otherwise deal with any of its affiliatesAffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer or the Delaware Trustee and shall be, in the Issuer Administrator’s 's opinion, no less favorable to the Issuer or the Delaware Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In carrying out any of its obligations under this Agreementfurtherance thereof, the Issuer Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator may act either directly or through and its agents, attorneysand to each successor Administrator appointed pursuant to the terms hereof, accountantsone or more powers of attorney substantially in the form of Exhibit A hereto, independent contractors --------- appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and auditors and enter into agreements with any of themopinions.