Common use of Custody of Financed Student Loan Files Clause in Contracts

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer, and each Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File"). (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a Guarantor; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guarantee; and (d) any and all other documents and computerized records that any of such Master Servicer, the Administrator or such Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such Master Servicer shall transfer possession of the Financed Student Loan Files in accordance with Section 2.02(r) of the Insurance Agreement. Moreover, notwithstanding the foregoing, if set forth in a supplement to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Provider.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans (as set forth in Schedules A and B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note (or a copy of a fully executed master promissory note) evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a GuarantorLoan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Sub-Servicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Insurance AgreementIssuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Moreover, notwithstanding Notwithstanding the foregoing, if set forth the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. The appointment of the Master Servicer or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in a supplement or to this Agreement approved by the Surety Provider, with respect to Initial Financed Student Loans originated by third parties (or Additional Student Loans) to the Master Servicer or such Sub-Servicer and subsequently purchased by the Master Servicer hereby acknowledges (and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such Sellerright, the originators of title or interest in or to such Initial Financed Student Loans (or another party may act Additional Student Loans). The Master Servicer (so long as custodian it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of the any Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety ProviderFiles.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee Trustee, as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File"). (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a Guarantor; (b) to the extent such the Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guarantee; and (d) any and all other documents and computerized records that any of such the Master Servicer, the Administrator or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such the Master Servicer shall transfer possession of the Financed Student Loan Files in accordance with Section 2.02(r) of the Insurance Agreement. Moreover, notwithstanding the foregoing, if set forth in a supplement to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such the Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Provider.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules A-1 and A-2 hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Substituted Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included Note or Electronic Note in the application) unless such note is in the custody case of a Guarantoran Electronic Loan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included borrower or the electronic loan application duly authenticated by the borrower in the note evidencing a Financed Student case of an Electronic Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Subservicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as KBNA, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Subservicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Subservicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Subservicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if KBNA is the Master Servicer, the Master Servicer shall not replace such Subservicer unless and until a successor Subservicer assumes the role of “custodian” on behalf of the Insurance AgreementIssuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Moreover, notwithstanding Notwithstanding the foregoing, if set forth in a supplement to this Agreement approved the Master Servicer shall be responsible hereunder for any breaches by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators any Subservicer of such Financed Student Loans or another party may act its obligations as custodian of hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan Files for such Financed Student Loans. Further(other than an Electronic Loan), the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Private terms of and for the limited purposes set forth in the related custodial agreement. The appointment of the Master Servicer or any Subservicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in or to the Financed Student Loans shall be retained by PHEAA to the Master Servicer or such Subservicer and the Master Servicer hereby acknowledges that it has not and will not obtain any such right, title or interest in or to such Financed Student Loans. The Master Servicer (so long as it is KBNA) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files (other custodian approved by the Surety Providerthan an Electronic Loan).

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer(x) PHEAA, in its capacity as a Servicer and each Master Servicer PHEAA hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans it services (as set forth in Schedules A and B hereto) and (y) EFS and EFS hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans it services (as set forth in Schedules A and B hereto), in each case, which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a GuarantorLoan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such Master the applicable Servicer, the Administrator or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding Unless otherwise specified, all references to actions to be taken by "the foregoing, such Master Servicer shall transfer possession Servicer" as "custodian" under this Article III or any other provision of this Agreement with respect to the Financed Student Loans or the Financed Student Loan Files in accordance with Section 2.02(r) of the Insurance Agreement. Moreover, notwithstanding the foregoing, if set forth in a supplement shall be deemed to this Agreement approved refer to actions to be taken by the Surety Provider, each Servicer with respect to the Financed Student Loans originated by third parties and subsequently purchased serviced by such SellerServicer, the originators of such Financed Student Loans as specified on Schedules A and B hereto, or another party may act as custodian of with respect to the Financed Student Loan Files for held by such Servicer. Consistent with the foregoing, but only insofar as the context so permits, this Article III is to be read with respect to each custodian as if such custodian alone was holding its respective Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Providerhereunder.

Custody of Financed Student Loan Files. (a) To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the Financed Student Loan Files with respect to the Financed FFELP Loans. To that end, the Master Servicer (or its designee pursuant to Subsection 4.1(b), shall maintain as custodian the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").FFELP Loan: (ai) the original fully executed copy of the note evidencing the Financed Student FFELP Loan (which may be included in the application) unless such note is in the custody of a GuarantorGuarantee Agency; (bii) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor related borrower (which may be included in the note evidencing a Financed Student FFELP Loan); (c) the notice of guarantee; and (diii) any and all other documents and computerized records that any of such the Master Servicer, the Administrator or such Seller the Depositor shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. . (b) Notwithstanding the foregoing, such Master Servicer shall transfer possession each Subcustodian appointed pursuant to Section 4.6 who enters into a Subservicing Agreement may act as a custodian of the Related Financed Student Loan Files. (c) The custodian for the Financed Student Loan Files in accordance with Section 2.02(r) File relating to a Financed HEAL Loan or Financed Private Loan shall be selected by the Indenture Trustee at the request of the Insurance Agreement. MoreoverIssuer, notwithstanding provided, however, such custodian shall not be the foregoing, if set forth in a supplement Master Servicer and such custodian shall not hold such documents pursuant to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties Transfer and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety ProviderServicing Agreement.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").: (a) the original fully executed copy of the note evidencing the Financed Student FFELP Loan (which may be included in the application) unless such note is in the custody of a Guarantor; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor related borrower (which may be included in the note evidencing a Financed Student FFELP Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer, the Administrator or such Seller the Transferor shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such Master Servicer shall transfer possession each Subcustodian appointed pursuant to Section 3.8 who enters into a Subservicing Agreement may act as a custodian of the Related Financed Student Loan Files in accordance with Section 2.02(r) Files. The custodian for the original fully executed copy of the Insurance Agreement. Moreovernote evidencing a Financed HEAL Loan (which may be included in the application) and the original loan application for a Financed HEAL Loan fully executed by the related borrower (if included in the note evidencing a Financed HEAL Loan) (the "Additional Financed HEAL Loan File") shall be selected by the Indenture Trustee, notwithstanding however, such custodian shall not be the foregoing, if set forth in a supplement Master Servicer and such custodian shall not hold such documents pursuant to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties Transfer and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety ProviderServicing Agreement.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer(x) PHEAA, in its capacity as a Servicer and each Master Servicer PHEAA hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans it services (as set forth in Schedules A and B hereto) and (y) EFS, in its capacity as a Servicer and EFS hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans it services (as set forth in Schedules A and B hereto), in each case, which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a GuarantorLoan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such Master the applicable Servicer, the Administrator or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding Unless otherwise specified, all references to actions to be taken by "the foregoing, such Master Servicer shall transfer possession Servicer" as "custodian" under this Article III or any other provision of this Agreement with respect to the Financed Student Loans or the Financed Student Loan Files in accordance with Section 2.02(r) of the Insurance Agreement. Moreover, notwithstanding the foregoing, if set forth in a supplement shall be deemed to this Agreement approved refer to actions to be taken by the Surety Provider, each Servicer with respect to the Financed Student Loans originated by third parties and subsequently purchased serviced by such SellerServicer, the originators of such Financed Student Loans as specified on Schedules A and B hereto, or another party may act as custodian of with respect to the Financed Student Loan Files for held by such Servicer. Consistent with the foregoing, but only insofar as the context so permits, this Article III is to be read with respect to each custodian as if such custodian alone was holding its respective Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Providerhereunder.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules X-0, X-0, X-0-X, X-0-X, X-0-X and B-2-B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or, with respect to certain Financed Student Loan Files held by the Custodian, a lost note affidavit in lieu thereof, in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the application) unless such note is in event that it becomes uncollectable as a direct or indirect result of the custody lack of a Guarantoran original executed promissory note); (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the applicable Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loans such Sub-Servicer is servicing, in each case consistent with the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Issuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Notwithstanding the foregoing, the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan, the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files in accordance with Section 2.02(r) relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Insurance Agreement. Moreover, notwithstanding terms of and for the foregoing, if limited purposes set forth in a supplement the related custodial agreement. The parties hereto hereby acknowledge that the Custodian has been appointed pursuant to this the Custodial Agreement approved by the Surety Provider, to serve as custodian with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to those certain Group II Financed Student Loans set forth on Exhibit One to the Private Custodial Agreement. All references herein to the Master Servicer, in its role as custodian of those Financed Student Loan Files, shall instead be read to refer to the Custodian, acting as custodian for the benefit of the Noteholders, the Issuer, the Indenture Trustee and the Noteholders under the Custodial Agreement. The appointment of the Master Servicer, the Custodian or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer's or the Indenture Trustee's right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans) to the Master Servicer, the Custodian or such other custodian approved by Sub-Servicer and the Surety ProviderMaster Servicer hereby acknowledges (the Custodian in the Custodial Agreement acknowledges and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans). The Master Servicer (so long as it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Financed Student Loans (as set forth in Schedules A and B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a GuarantorLoan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as "custodian" on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Sub-Servicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer shall be read to apply to such Sub-Servicer acting at the direction of the Insurance Agreement. MoreoverMaster Servicer; and, notwithstanding provided, further, that if Key Bank USA, National Association is the foregoingMaster Servicer, if set forth in the Master Servicer shall not replace such Sub-Servicer unless and until a supplement to this Agreement approved by successor Sub-Servicer assumes the Surety Provider, role of "custodian" on behalf of the Issuer and the Indenture Trustee with respect to all the Financed Student Loans originated by third parties it will be servicing. The appointment of the Master Servicer as custodian hereunder is for administrative purposes only and subsequently purchased by such Sellerdoes not, and is not intended to, transfer any of the originators of such Issuer's or the Indenture Trustee's right, title or interest in or to the Initial Financed Student Loans (or another party may act as custodian of Additional Student Loans) to the Master Servicer and the Master Servicer hereby acknowledges that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loan Files for such Financed Loans (or Additional Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Provider).

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules X-0, X-0, X 0 X, X 0 X, X 2 A and B 2 B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or, with respect to certain Financed Student Loan Files held by the Custodian, a lost note affidavit in lieu thereof agreeing to repurchase the related Financed Student Loan in the applicationevent that it becomes uncollectable as a direct or indirect result of the lack of an original executed promissory note) unless such note is or Electronic Note in the custody case of a Guarantoran Electronic Loan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included borrower or the electronic loan application duly authenticated by the borrower in the note evidencing a Financed Student case of an Electronic Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loans such Sub-Servicer is servicing, in each case consistent with the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Issuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Notwithstanding the foregoing, the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan (other than an Electronic Loan), the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files in accordance with Section 2.02(r) relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Insurance Agreement. Moreover, notwithstanding terms of and for the foregoing, if limited purposes set forth in a supplement the related custodial agreement. The parties hereto hereby acknowledge that the Custodian has been appointed pursuant to this the Custodial Agreement approved by the Surety Provider, to serve as custodian with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to those certain Group II Financed Student Loans set forth on Exhibit One to the Private Custodial Agreement. All references herein to the Master Servicer, in its role as custodian of those Financed Student Loan Files, shall instead be read to refer to the Custodian, acting as custodian for the benefit of the Noteholders, the Issuer, the Indenture Trustee and the Noteholders under the Custodial Agreement. The appointment of the Master Servicer, the Custodian or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans) to the Master Servicer, the Custodian or such Sub-Servicer and the Master Servicer hereby acknowledges (the Custodian in the Custodial Agreement acknowledges and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans). The Master Servicer (so long as it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files (other custodian approved by the Surety Providerthan an Electronic Loan).

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules X-0, X-0, X-0-X, X-0-X, X-0-X and B-2-B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or, with respect to certain Financed Student Loan Files held by the Custodian, a lost note affidavit in lieu thereof, in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the application) unless such note is in event that it becomes uncollectable as a direct or indirect result of the custody lack of a Guarantoran original executed promissory note); (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the "Financed Student Loan Files"). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as "custodian" on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loans such Sub-Servicer is servicing, in each case consistent with the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of "custodian" on behalf of the Issuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Notwithstanding the foregoing, the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan, the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files in accordance with Section 2.02(r) relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Insurance Agreement. Moreover, notwithstanding terms of and for the foregoing, if limited purposes set forth in a supplement the related custodial agreement. The parties hereto hereby acknowledge that the Custodian has been appointed pursuant to this the Custodial Agreement approved by the Surety Provider, to serve as custodian with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to those certain Group II Financed Student Loans set forth on Exhibit One to the Private Custodial Agreement. All references herein to the Master Servicer, in its role as custodian of those Financed Student Loan Files, shall instead be read to refer to the Custodian, acting as custodian for the benefit of the Noteholders, the Issuer, the Indenture Trustee, the Securities Insurer and the Noteholders under the Custodial Agreement. The appointment of the Master Servicer, the Custodian or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer's or the Indenture Trustee's right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans) to the Master Servicer, the Custodian or such other custodian approved by Sub-Servicer and the Surety ProviderMaster Servicer hereby acknowledges (the Custodian in the Custodial Agreement acknowledges and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans). The Master Servicer (so long as it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules A-1, A-2, B-1 and B-2 hereto), which are also hereby constructively delivered to constructivelx xxxxxxxxx xo the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note (or a copy of a fully executed master promissory note) evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a GuarantorLoan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the applicable Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as "custodian" on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Sub-Servicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of "custodian" on behalf of the Insurance AgreementIssuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Moreover, notwithstanding Notwithstanding the foregoing, if set forth the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. The appointment of the Master Servicer or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer's or the Indenture Trustee's right, title or interest in a supplement or to this Agreement approved by the Surety Provider, with respect to Initial Financed Student Loans originated by third parties (or Additional Student Loans) to the Master Servicer or such Sub-Servicer and subsequently purchased by the Master Servicer hereby acknowledges (and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such Sellerright, the originators of title or interest in or to such Initial Financed Student Loans (or another party may act Additional Student Loans). The Master Servicer (so long as custodian it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of the any Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety ProviderFiles.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the [Group I] and [Group II] Student Loans (as set forth in Schedules X-0, X-0, X-0-X, X-0-X, X-0-X and B-2-B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans or Substituted Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or a lost note affidavit in lieu thereof agreeing to repurchase the related Financed Student Loan in the applicationevent that it becomes uncollectible as a direct or indirect result of the lack of an original executed promissory note) unless such note is or Electronic Note in the custody case of a Guarantoran Electronic Loan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included borrower or the electronic loan application duly authenticated by the borrower in the note evidencing a Financed Student case of an Electronic Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as KBNA, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Sub-Servicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if KBNA is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Insurance AgreementIssuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Moreover, notwithstanding Notwithstanding the foregoing, if set forth in a supplement to this Agreement approved the Master Servicer shall be responsible hereunder for any breaches by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators any Sub-Servicer of such Financed Student Loans or another party may act its obligations as custodian of hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan Files for such Financed Student Loans. Further(other than an Electronic Loan), the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Private terms of and for the limited purposes set forth in the related custodial agreement. The appointment of the Master Servicer or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans or Substituted Student Loans) to the Master Servicer or such Sub-Servicer and the Master Servicer hereby acknowledges that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans or Substituted Student Loans). The Master Servicer (so long as it is KBNA) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files (other custodian approved by the Surety Providerthan an Electronic Loan).

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer, and each Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File"). (a) the original fully executed copy of the note evidencing the Financed Student Loan (which may be included in the application) unless such note is in the custody of a Guarantor; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guarantee; and (d) any and all other documents and computerized records that any of such Master Servicer, the Administrator or such Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such Master Servicer shall transfer possession of the Financed Student Loan Files in accordance with Section 2.02(r) of the Insurance Agreement. Moreover, notwithstanding the foregoing, if set forth in a supplement to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety Provider.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules X-0, X-0, X-0-X, X-0-X, X-0-X and B-2-B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans or Substituted Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or a lost note affidavit in lieu thereof agreeing to repurchase the related Financed Student Loan in the applicationevent that it becomes uncollectible as a direct or indirect result of the lack of an original executed promissory note) unless such note is or Electronic Note in the custody case of a Guarantoran Electronic Loan; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included borrower or the electronic loan application duly authenticated by the borrower in the note evidencing a Financed Student case of an Electronic Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as KBNA, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loan Files Loans such Sub-Servicer is servicing, in accordance each case consistent with Section 2.02(r) the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if KBNA is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Insurance AgreementIssuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Moreover, notwithstanding Notwithstanding the foregoing, if set forth in a supplement to this Agreement approved the Master Servicer shall be responsible hereunder for any breaches by the Surety Provider, with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators any Sub-Servicer of such Financed Student Loans or another party may act its obligations as custodian of hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan Files for such Financed Student Loans. Further(other than an Electronic Loan), the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Private terms of and for the limited purposes set forth in the related custodial agreement. The appointment of the Master Servicer or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans or Substituted Student Loans) to the Master Servicer or such Sub-Servicer and the Master Servicer hereby acknowledges that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans or Substituted Student Loans). The Master Servicer (so long as it is KBNA) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files (other custodian approved by the Surety Providerthan an Electronic Loan).

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will as of the applicable Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").): (a) the original fully executed copy of the note evidencing the Financed Student FFELP Loan (which may be included in the application) unless such note is in the custody of a Guarantor; (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor related borrower (which may be included in the note evidencing a Financed Student FFELP Loan); (c) the notice of guarantee; and (dc) any and all other documents and computerized records that any of such the Master Servicer, the Administrator or such Seller the Transferor shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect thereto. Notwithstanding the foregoing, such Master Servicer shall transfer possession each Subcustodian appointed pursuant to Section 3.8 who enters into a Subservicing Agreement may act as a custodian of the Related Financed Student Loan Files in accordance with Section 2.02(r) Files. The custodian for the original fully executed copy of the Insurance Agreement. Moreovernote evidencing a Financed HEAL Loan (which may be included in the application) and the original loan application for a Financed HEAL Loan fully executed by the related borrower (if included in the note evidencing a Financed HEAL Loan) (the "Additional Financed HEAL Loan File") shall be selected by the Indenture Trustee at the request of the Issuer, notwithstanding however, such custodian shall not be the foregoing, if set forth in a supplement Master Servicer and such custodian shall not hold such documents pursuant to this Agreement approved by the Surety Provider, with respect to Financed Student Loans originated by third parties Transfer and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to the Private Loans shall be retained by PHEAA or such other custodian approved by the Surety ProviderServicing Agreement.

Custody of Financed Student Loan Files. To assure uniform quality in servicing the Financed Student Loans and to reduce administrative costs, the Issuer hereby revocably appoints each the Master Servicer, and each the Master Servicer hereby accepts such appointment, to act for the benefit of the Noteholders, the Issuer and the Indenture Trustee as custodian of the following documents or instruments related to the Group I and Group II Student Loans (as set forth in Schedules X-0, X-0, X-0-X, X-0-X, X-0-X and B-2-B hereto), which are also hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer (or, in the case of the Additional Financed Student Loans, will be, as of the applicable Subsequent Transfer Date be Date, constructively delivered to the Indenture Trustee, as pledgee of the Issuer) with respect to each Financed Student Loan sold by such Master Servicer, as Seller, to the Trust (such documents are referred to collectively as the "Financed Student Loan File").Loan: (a) the original fully executed copy of the note evidencing the Financed Student Loan Note (which may be included or, with respect to certain Financed Student Loan Files held by the Custodian, a lost note affidavit in lieu thereof, in form and substance reasonably satisfactory to the Securities Insurer, agreeing to repurchase the related Financed Student Loan in the application) unless such note is in event that it becomes uncollectable as a direct or indirect result of the custody lack of a Guarantoran original executed promissory note); (b) to the extent such Seller has retained it on hard copy, the original loan application fully executed by the Obligor (which may be included in the note evidencing a Financed Student Loan); (c) the notice of guaranteeborrower; and (dc) any and all other documents and computerized records that any of such the Master Servicer (or a Sub-Servicer on behalf of the Master Servicer), the Administrator Administrator, the Depositor, or such the Seller shall keep on file, in accordance with its customary procedures, relating to such Financed Student Loan or any Obligor with respect theretothereto (collectively, the items in clauses (a), (b) and (c) are referred to as the “Financed Student Loan Files”). Notwithstanding the foregoing, such and without releasing the Master Servicer from its duties and obligations hereunder, for so long as Key Bank USA, National Association, or an affiliate thereof, is the Master Servicer hereunder, the Master Servicer shall transfer possession (and in all other cases, may) appoint one or more Sub-Servicers to act as “custodian” on behalf of the Issuer and the Indenture Trustee (but at the direction of the Master Servicer) with respect to the Financed Student Loans such Sub-Servicer is servicing, in each case consistent with the terms of this Article III, and all references to the Master Servicer, as custodian shall be read to apply to such Sub-Servicer acting as custodian pursuant to this Agreement and the related subservicing agreement; and, provided, further, that if Key Bank USA, National Association is the Master Servicer, the Master Servicer shall not replace such Sub-Servicer unless and until a successor Sub-Servicer assumes the role of “custodian” on behalf of the Issuer and the Indenture Trustee with respect to all the Financed Student Loans it will be servicing. Notwithstanding the foregoing, the Master Servicer shall be responsible hereunder for any breaches by any Sub-Servicer of its obligations as custodian hereunder. Notwithstanding the foregoing, in the event that the Master Servicer is directly servicing any Financed Student Loan, the Master Servicer shall appoint a separate custodian, at its sole cost and expense, for all Financed Student Loan Files in accordance with Section 2.02(r) relating to those Financed Student Loans pursuant to a separate custodial agreement and such third party custodian shall relinquish possession of a Financed Student Loan File, as applicable, under the Insurance Agreement. Moreover, notwithstanding terms of and for the foregoing, if limited purposes set forth in a supplement the related custodial agreement. The parties hereto hereby acknowledge that the Custodian has been appointed pursuant to this the Custodial Agreement approved by the Surety Provider, to serve as custodian with respect to Financed Student Loans originated by third parties and subsequently purchased by such Seller, the originators of such Financed Student Loans or another party may act as custodian of the Financed Student Loan Files for such Financed Student Loans. Further, the Financed Student Loan Files relating to those certain Group II Financed Student Loans set forth on Exhibit One to the Private Custodial Agreement. All references herein to the Master Servicer, in its role as custodian of those Financed Student Loan Files, shall instead be read to refer to the Custodian, acting as custodian for the benefit of the Noteholders, the Issuer, the Indenture Trustee, the Securities Insurer and the Noteholders under the Custodial Agreement. The appointment of the Master Servicer, the Custodian or any Sub-Servicer as custodian hereunder is for administrative purposes only and does not, and is not intended to, transfer any of the Issuer’s or the Indenture Trustee’s right, title or interest in or to the Initial Financed Student Loans shall be retained by PHEAA (or Additional Student Loans) to the Master Servicer, the Custodian or such other custodian approved by Sub-Servicer and the Surety ProviderMaster Servicer hereby acknowledges (the Custodian in the Custodial Agreement acknowledges and each Sub-Servicer in the related subservicing agreement acknowledges) that it has not and will not obtain any such right, title or interest in or to such Initial Financed Student Loans (or Additional Student Loans). The Master Servicer (so long as it is Key Bank USA, National Association) hereby acknowledges that it does not currently have possession, and agrees that it will not at any time in the future take physical possession, of any Financed Student Loan Files.