Common use of Duties with Respect to the Indenture and Depository Agreement Clause in Contracts

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxi) the opening of one or more accounts in the Indenture Trustee's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxii) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxvii) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxix) the recording of the Indenture, if applicable (Section 11.15); (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all its duties of as Administrator and the Issuer on behalf duties of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (iA) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee prompt notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (iiB) the fixing or causing to be fixed of any specified record date and the timely notification of the Indenture Trustee and the holders of the Notes Noteholders with respect to special payment dates, if any (Section 2.07(c)); (iiiC) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (ivD) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (vE) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for a transfer of Subordinate Notes (Section 2.04); (F) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02); (viG) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (viiH) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viiiI) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ixJ) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (xK) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xiL) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty Trustee in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xiiM) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty Trustee and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of remedy such failure (Section 3.07(d)); (xiiiN) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xivO) the prompt delivery of notice to the Indenture Trustee, the Swap Counterparty Trustee and the Securities Insurer Rating Agencies of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, Servicer under the Administrator Servicing Agreement or by the Seller under the Loan Sale and Servicing Agreement known to the Administrator (Section 3.18); (xvP) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xviiQ) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviiiR) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xixS) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxT) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes Noteholders (Section 7.03); (xxiU) the opening of one or more accounts in the Indenture TrusteeIssuer's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxiiV) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiiiW) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxivX) the preparation of or obtaining of the documents and instruments required for the execution and authentication authentica tion of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxvY) the notification of the holders of the Notes Noteholders of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxviZ) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxviiAA) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviiiBB) the preparation and timely delivery to the holders of the Notes Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06);; and (xxixCC) the recording of the Indenture, if applicable (Section 11.15); (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all its duties of as Administrator and the Issuer on behalf duties of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty Trustee in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty Trustee and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master such Servicer to perform any of its duties under the Sale and Servicing Agreement or the Supplemental Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer Trustee of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master a Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviiixvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xixxviii) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxxix) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxixx) the opening of one or more accounts in the Indenture TrusteeIssuer's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxiixxi) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiiixxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty Notes of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxivxxiii) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxvxxiv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvixxv) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxviixxvi) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviiixxvii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxixxxviii) the recording of the Indenture, if applicable (Section 11.15);; and (xxxxxix) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty Trustee in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty Trustee and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer Trustee of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxi) the opening of one or more accounts in the Indenture TrusteeIssuer's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxii) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty Notes of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxvii) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxix) the recording of the Indenture, if applicable (Section 11.15);; and (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's ’s duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's ’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' ’ Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty in an Officers' ’ Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's ’s rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' ’ Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxi) the opening of one or more accounts in the Indenture Trustee's ’s name, the preparation of Issuer Orders, Officers' ’ Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxii) the preparation of an Issuer Request and Officers' ’ Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation of all Officers' ’ Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxvii) the preparation and delivery of Officers' ’ Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxix) the recording of the Indenture, if applicable (Section 11.15); (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Group II Insured Notes Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Group II Insured Notes Guaranty Insurance Policy is due with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Group II Insured Notes Guaranty Insurance Policy (but solely at the Administrator's ’s discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all its duties of as Administrator and the Issuer on behalf duties of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty Trustee in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty Trustee and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement or the Supplemental Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer Trustee of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviiixvii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xixxviii) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxxix) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxixx) the opening of one or more accounts in the Indenture TrusteeIssuer's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxiixxi) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiiixxii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty Notes of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxivxxiii) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxvxxiv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvixxv) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxviixxvi) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviiixxvii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxixxxviii) the recording of the Indenture, if applicable (Section 11.15);; and (xxxxxix) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxi) the opening of one or more accounts in the Indenture Trustee's name, the preparation of Issuer Orders, Officers' Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxii) the preparation of an Issuer Request and Officers' Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxvii) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (xxix) the recording of the Indenture, if applicable (Section 11.15); (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Group II Notes Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Group II Notes Guaranty Insurance Policy is due with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Group II Notes Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); ; (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); ; (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); ; (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); ; (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); ; (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); ; (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); ; (viii) the obtaining and preservation of the Issuer's ’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); ; (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); ; (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' ’ Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); ; (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty in an Officers' Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); ; (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's ’s rights under the Basic Documents in respect of such failure (Section 3.07(dSection3.07(d)); ; (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); ; (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); ; (xv) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' ’ Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); ; (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04); ; (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); ; (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); ; (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); ; (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); ; (xxi) the opening of one or more accounts in the Indenture Trustee's ’s name, the preparation of Issuer Orders, Officers' ’ Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); ; (xxii) the preparation of an Issuer Request and Officers' ’ Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); ; (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); ; (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); ; (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); ; (xxvi) the preparation of all Officers' Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); ; (xxvii) the preparation and delivery of Officers' Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); ; (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); ; (xxix) the recording of the Indenture, if applicable (Section 11.15); ; (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); ; (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).

Duties with Respect to the Indenture and Depository Agreement. The Administrator shall perform all duties of the Issuer on behalf of the Issuer under the Depository Agreement. In addition, the Administrator shall consult with the Eligible Lender Trustee as the Administrator deems appropriate regarding the duties of the Issuer under the Indenture and the Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee when action is necessary to comply with the Issuer's ’s duties under the Indenture and the Depository Agreement. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons of 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 Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Administrator to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters (references are to sections of the Indenture): (i) the duty to cause the Note Registrar to keep the Note Register and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (ii) the fixing or causing to be fixed of any specified record date and the notification of the Indenture Trustee and the holders of the Notes with respect to special payment dates, if any (Section 2.07(c)); (iii) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.09); (v) the duty to cause the Note Registrar to maintain on behalf of the Issuer an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02); (vi) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (vii) the direction to the Paying Agents to deposit moneys with the Indenture Trustee (Section 3.03); (viii) the obtaining and preservation of the Issuer's ’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Indenture Trust Estate (Section 3.04); (ix) the preparation of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.05); (x) the delivery by the Issuer of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.06 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers' ’ Certificate of the Issuer and certain other statements, in accordance with Section 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.06 and 3.09); (xi) the identification to the Indenture Trustee, the Securities Insurer and the Swap Counterparty Trustee in an Officers' ’ Certificate of the Issuer of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xii) the notification of the Indenture Trustee, the Securities Insurer, the Swap Counterparty Trustee and the Rating Agencies of a Master Servicer Default known to the Administrator pursuant to the Sale and Servicing Agreement and, if such Master Servicer Default arises from the failure of the Master Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to enforce the Issuer's ’s rights under the Basic Documents in respect of such failure (Section 3.07(d)); (xiii) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10); (xiv) the delivery of notice to the Indenture Trustee, the Swap Counterparty and the Securities Insurer Trustee of each Event of Default, any Default under Section 5.01(iii) of the Indenture and each default by the Master Servicer, the Administrator or the Seller under the Sale and Servicing Agreement known to the Administrator (Section 3.18); (xv) the monitoring of the Issuer's ’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officers' ’ Certificate of the Issuer and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (xvi) the determination of the time, method, place and the mailing of notices in connection with an auction of the Financed Student Loans and performance of related duties pursuant to Sections 9.01(c) and 10.06(a) of the Sale and Servicing Agreement (Section 4.04)[Reserved]; (xvii) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (xviii) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xix) the furnishing of the Indenture Trustee with the names and addresses of the holders of the Notes during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xx) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable State agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies and the transmission of such summaries, as necessary, to the holders of the Notes (Section 7.03); (xxi) the opening of one or more accounts in the Indenture Trustee's ’s name, the preparation of Issuer Orders, Officers' ’ Certificates of the Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (xxii) the preparation of an Issuer Request and Officers' ’ Certificate of the Issuer and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.04 and 8.05); (xxiii) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the holders of the Notes, the Securities Insurer and the Swap Counterparty Notes of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxiv) the preparation of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.06); (xxv) the notification of the holders of the Notes of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Section 10.02); (xxvi) the preparation of all Officers' ’ Certificates of the Issuer, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (xxvii) the preparation and delivery of Officers' ’ Certificates of the Issuer and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b)); (xxviii) the preparation and delivery to the holders of the Notes and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06);; and (xxix) the recording of the Indenture, if applicable (Section 11.15); (xxx) conducting on behalf of the Indenture Trustee any auction of the Financed Student Loans (Section 4.04); (xxxi) the preparation and delivery to the Indenture Trustee of any Securities Guaranty Insurance Policy Notice in the event an Insured Payment under the Security Guaranty Insurance Policy with respect to any Distribution Date (Section 8A.1); and (xxxii) the replacement of the Securities Guaranty Insurance Policy (but solely at the Administrator's discretion) in the event of a Rating Agency Downgrade (Section 8A.5).