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

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparing, obtaining the maintenance of an office at the Corporate Trust Office for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Officer’s Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event monitoring and enforcement of a the obligations of the Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default Servicing Agreement (Section 3.7(d) of the Indenture3.7); (gxi) preparing upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Indenture (Section 3.11(l)); (xii) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xiii) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxiv) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixvi) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxvii) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Receivable Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xviii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xix) the notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section 6.14); (xx) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxi) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxxii) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders Orders, Officer’s Certificates and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxiii) preparing the provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to Noteholders on such dates (Section 8.3(d)); (xxiv) the preparation of an Issuer Request and Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxv) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxvi) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxvii) preparing all Officers’ Certificates the notification of Noteholders of redemption of the Issuer and obtaining any Independent Certificates and/or Notes (Section 10.2); (xxviii) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxix) preparing the preparation and delivering Officers’ delivery of Officer’s Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxx) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxxi) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxxii) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zs) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aat) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparingthe maintenance of an office at the Corporate Trust Office, obtaining for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event upon a consolidation or merger of a Servicer Default, taking all reasonable steps available to enforce the Issuer, the delivery to the Indenture Trustee of an Officer’s rights under Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Basic Documents in respect of such Servicer Default Indenture (Section 3.7(d) of the Indenture3.11(l)); (gxi) preparing the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixv) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxvi) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Loan Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxx) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders and Orders, Officers’ Certificates of the Issuer, obtaining and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxi) preparing the preparation of an Issuer Request and Officers’ Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxii) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxiii) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxiv) preparing the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxvi) preparing the preparation and delivering delivery of Officers’ Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxvii) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxviii) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxix) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]following receipt of the initial servicing report from the Subservicer, calculating any necessary adjustment to the Supplemental Purchase Account Initial Deposit and instructing the Indenture Trustee, in writing, to release any funds directly to the Depositor in excess of the required amount (resulting from the use of the Initial Cutoff Date Pool Balance, which amount will be revised after receipt of the initial servicing report); (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);; Administration Agreement (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement);; Administration Agreement (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Quarterly Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(j) hereof; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee and the Owner Trustee, as applicable, 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 and the Owner Trustee, as applicable, 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the IssuerTrust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, all required documentation to evidence the purchase by the Trust of any Additional Trust Student LoansLoans (or the repurchase of any Trust Student Loan by any party consistent with the terms of the Basic Documents); (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Owner Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.09); (c) obtaining and preserving 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 3.4 of the Indenture3.04); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.05); (e) delivering 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 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 of the Indenture3.09); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture3.07(d)); (g) preparing the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (i) selling sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.04) or an Insolvency Event with respect to the IndentureDepositor has occurred and is continuing (Section 6.05(b)); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.03); (k) the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (l) preparing 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 8.4 8.04 and 8.5 of the Indenture8.05); (m) preparing the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (n) preparing 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (o) preparing the preparation of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture11.01(a)); (p) preparing the preparation and delivering delivery of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture11.01(b)); (q) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06); (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.15); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (lls) [Reserved]engaging or terminating any Broker-Dealers and taking other actions with respect to the Auction Rate Procedures (Appendix A-2).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;; and (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eew) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparing, obtaining the maintenance of an office at the Corporate Trust Office for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Officer’s Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event observance and compliance by the Issuer of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under obligations and agreements contained in this Indenture, the Basic other Related Documents and in respect of such Servicer Default the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the Indenture and the Servicing Agreement (Section 3.7(d) of the Indenture3.7(b)); (gxi) preparing the notification to the Indenture Trustee and each Rating Agency then rating the Notes of any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement (Section 3.7(e)); (xii) the monitoring and enforcement of the obligations of the Servicer under the Servicing Agreement (Section 3.7); (xiii) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Indenture (Section 3.11(l)); (xiv) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xv) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxvi) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement, each default by the Administrator under Section 8(d)(i) and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixviii) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxix) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Receivable Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xx) the preparation and delivery of notice to Noteholders and each Rating Agency of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xxi) the notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section 6.14); (xxii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxiii) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxxiv) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders Orders, Officer’s Certificates and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxv) preparing the provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to Noteholders on such dates (Section 8.3(d)); (xxvi) the preparation of an Issuer Request and Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxvii) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxviii) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxix) preparing all Officers’ Certificates the notification of Noteholders of redemption of the Issuer and obtaining any Independent Certificates and/or Notes (Section 10.2); (xxx) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxxi) preparing the preparation and delivering Officers’ delivery of Officer’s Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxxii) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxxiii) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxxiv) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparingthe maintenance of an office at the Corporate Trust Office, obtaining for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event monitoring and enforcement of a the obligations of the Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default Servicing Agreement (Section 3.7(d) of the Indenture3.7); (gxi) preparing upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Indenture (Section 3.11(l)); (xii) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xiii) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxiv) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixvi) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxvii) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Loan Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xviii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xix) the notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section 6.14); (xx) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxi) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxxii) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders and Orders, Officers’ Certificates of the Issuer, obtaining and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxiii) preparing the provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to Noteholders on such dates (Section 8.3(d)); (xxiv) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxv) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxvi) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxvii) preparing the notification of Noteholders of redemption of the Notes (Section 10.2); (xxviii) the preparation of all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxix) preparing the preparation and delivering delivery of Officers’ Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxx) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxxi) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxxii) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s namename (including any Custody Accounts required in connection with each Swap Agreement and any interest rate cap agreement), preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts) under each Swap Agreement; (v) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into each Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the related Swap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(i) hereof; (ll) from time to time, hiring or appointing a broker to obtain a Replacement Transaction, according to the terms of each Swap Agreement, and using, to the extent required thereof, any Swap Termination Payments received upon the occurrence of any Swap Termination Event or Event of Default under the related Swap Agreement in order to obtain such Replacement Transaction (Section 3.7(i) of the Indenture); and (llmm) [Reserved]exercising on any applicable valuation date the Issuer’s right under the related Swap Agreement to demand delivery of any credit support amount, authorizing the release of any posted collateral to the extent no longer required under such Swap Agreement, verifying the calculation of any exposure, credit support amount and the value of posted collateral and giving written notice to the Issuer of any credit support amount (Section 3.1A of the Indenture).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s namename [(including any Custody Accounts required in connection with each Swap Agreement and any interest rate cap agreement)], preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reservedundertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts) under each Swap Agreement;]; (v) [Reservedon the Closing Date, directing the Eligible Lender Trustee to enter into each Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the related Swap Counterparty;]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reservedfrom time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(i) hereof;]; and (ll) [Reservedfrom time to time, hiring or appointing a broker to obtain a Replacement Transaction, according to the terms of each Swap Agreement, and using, to the extent required thereof, any Swap Termination Payments received upon the occurrence of any Swap Termination Event or Event of Default under the related Swap Agreement in order to obtain such Replacement Transaction (Section 3.7(i) of the Indenture); and] (mm) [exercising on any applicable valuation date the Issuer’s right under the related Swap Agreement to demand delivery of any credit support amount, authorizing the release of any posted collateral to the extent no longer required under such Swap Agreement, verifying the calculation of any exposure, credit support amount and the value of posted collateral and giving written notice to the Issuer of any credit support amount (Section 3.1A of the Indenture).]

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparingthe maintenance of an office at the Corporate Trust Office, obtaining for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event monitoring and enforcement of a the obligations of the Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default Servicing Agreement (Section 3.7(d) of the Indenture3.7); (gxi) preparing upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Indenture (Section 3.11(l)); (xii) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xiii) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxiv) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixvi) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxvii) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Receivable Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xviii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xix) the notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section 6.14); (xx) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxi) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxxii) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders and Orders, Officers’ Certificates of the Issuer, obtaining and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxiii) preparing the provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to Noteholders on such dates (Section 8.3(d)); (xxiv) the preparation of an Issuer Request and Officers’ Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxv) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxvi) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxvii) preparing the notification of Noteholders of redemption of the Notes (Section 10.2); (xxviii) the preparation of all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxix) preparing the preparation and delivering delivery of Officers’ Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxx) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxxi) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxxii) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparing, obtaining the maintenance of an office at the Corporate Trust Office for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Officer’s Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event observance and compliance by the Issuer of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under obligations and agreements contained in this Indenture, the Basic other Related Documents and in respect of such Servicer Default the instruments and agreements included in the Collateral, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the Indenture and the Servicing Agreement (Section 3.7(d) of the Indenture3.7(b)); (gxi) preparing the notification to the Indenture Trustee and each Rating Agency then rating the Notes of any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement (Section 3.7(e)); (xii) the monitoring and enforcement of the obligations of the Servicer under the Servicing Agreement (Section 3.7); (xiii) upon a consolidation or merger of the Issuer, the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Indenture (Section 3.11(l)); (xiv) the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xv) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxvi) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixviii) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxix) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Receivable Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xx) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xxi) the notification of the Indenture Trustee in writing if the Notes become listed on any stock exchange or market trading system (Section 6.14); (xxii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xxiii) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxxiv) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders Orders, Officer’s Certificates and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxv) preparing the provision of written notices to Noteholders regarding special record dates, special payment dates and the amounts to be paid to Noteholders on such dates (Section 8.3(d)); (xxvi) the preparation of an Issuer Request and Officers’ Officer’s Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxvii) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxviii) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxix) preparing all Officers’ Certificates the notification of Noteholders of redemption of the Issuer and obtaining any Independent Certificates and/or Notes (Section 10.2); (xxx) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxxi) preparing the preparation and delivering Officers’ delivery of Officer’s Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxxii) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxxiii) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxxiv) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, instruments necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, Counsel 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 3.9 of the Indenture, statements as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (ih) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (ji) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zr) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aas) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbt) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee Administrator to transfer all sums remaining funds on deposit in the Supplemental Purchase Capitalized Interest Account to the Collection AccountAccount in accordance with Section 2.9 for inclusion in Available Funds on each applicable Distribution Date; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jju) from time to time, directing the Eligible Lender Trustee in writingOwner Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the satisfaction of the Notice Condition, to enter into one or more interest rate derivative agreements representing Eligible Repurchase Obligationswith one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the counterparties with an Eligible Repo Counterparty; (kkrespect to any such interest rate derivative agreement, such amounts will be payable only out of funds otherwise available to be paid to the holder of the Trust Certificate pursuant to Section 2.8(g) [Reserved]hereof; and (llv) [Reserved]from time to time, directing the Indenture Administrator to open any accounts the Administrator deems necessary to administer any interest rate derivative agreements described in clause (u) above.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.09); (c) obtaining and preserving 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 3.4 of the Indenture3.04); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.05); (e) delivering 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 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 of the Indenture3.09); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture3.07(d)); (g) preparing the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (i) selling sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.04) or an Insolvency Event with respect to the IndentureDepositor has occurred and is continuing (Section 6.05(b)); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.03); (k) the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (l) preparing 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 8.4 8.04 and 8.5 of the Indenture8.05); (m) preparing the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (n) preparing 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (o) preparing the preparation of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture11.01(a)); (p) preparing the preparation and delivering delivery of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture11.01(b)); (q) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06);; and (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.15); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to Administrator, on behalf of the Issuer, shall perform the administrative duties of the Issuer under the Indenture. In addition, the Administrator, on behalf of the Issuer, shall consult with the Eligible Lender Indenture Trustee regarding the duties of the Issuer and the Indenture Trustee under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee Issuer when action is necessary to comply with the Issuer’s duties under the Indenture and the Depository AgreementIndenture. The Administrator Administrator, on behalf of the Issuer, 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 AgreementIndenture. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Issuer, shall take all appropriate action that is the actions duty of the Issuer to take pursuant to such documents, including, without limitation, such of the foregoing as are required with respect to the following matters that it is (references in this Section are to sections of the Indenture): (i) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4); (ii) the notification to the Indenture:Indenture Trustee of the Payment Date on which the final installment of principal and interest on the Notes will be paid (Section 2.7); (aiii) preparing the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (biv) preparingthe maintenance of an office at the Corporate Trust Office, obtaining for registration of transfer or filing exchange of Notes and where notices and demands to or upon the instruments, opinions Issuer in respect of the Notes and certificates and other documents required for the release of Collateral Indenture may be served (Section 2.9 of the Indenture3.2); (cv) obtaining and preserving the Issuer’s qualification duty to do business in each jurisdiction in which such qualification is or shall be necessary cause newly appointed Paying Agents, if any, to protect deliver to the validity and enforceability of Indenture Trustee the Indenture, the Notes, the Collateral and each other instrument and agreement included specified in the Indenture Trust Estate regarding funds held in trust (Section 3.4 of the IndentureSections 3.3 and 6.16); (dvi) preparing the direction to the Paying Agents to pay all sums held in trust by such Paying Agents to the Indenture Trustee for purposes of obtaining the satisfaction and filing discharge of the Indenture (Sections 3.3 and 6.16); (vii) the observance and compliance by the Issuer in all material respects with (i) all laws applicable to it and (ii) all requisite and appropriate organizational and other formalities in the management of its business and affairs and the conduct of the transactions contemplated by the Indenture (Section 3.4); (viii) the preparation of all supplements, amendmentsamendments and all writings, financing statementsand such other actions, continuation statements, instruments of further assurance and other instruments, necessary or advisable to protect the Collateral in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (eix) delivering the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (fx) in the event upon a consolidation or merger of a Servicer Default, taking all reasonable steps available to enforce the Issuer, the delivery to the Indenture Trustee of an Officer’s rights under Certificate and an Opinion of Counsel in accordance with Section 3.11 of the Basic Documents in respect of such Servicer Default Indenture (Section 3.7(d) of the Indenture3.11(l)); (gxi) preparing the preparation, execution and filing of all forms and documents necessary to pay all taxes in accordance with Section 3.8 of the Indenture (Section 3.8); (xii) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.12(b)); (hxiii) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default and each default by the Servicer of its obligations under the Servicing Agreement and each default of the Transferor under the Purchase and Sale Agreement (Section 3.13); (xiv) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Certificate and the obtaining of the Issuer and obtaining the an Opinion of Counsel and the an Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (ixv) selling the compliance with any written directive of the Indenture Trust Estate Trustee to the Issuer with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.2(a)(vi)); (jxvi) preparing and, after execution the delivery of a written demand to the Servicer to deliver the Receivable Files to the Indenture Trustee upon receipt by the IssuerIssuer of a written demand for the same from the Indenture Trustee (Section 5.2(a)(vii)); (xvii) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8); (xviii) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1); (xix) the preparation, the Administrator or the Servicer, as required, execution and filing with the Commission, any applicable State agencies Commission and the Indenture Trustee of the annual reports and of the information, documents and other reports required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission or, if the Issuer is not required to file with the Commission periodic information, documents or reports, then the preparation, execution and any applicable State agencies filing with the Commission and the Indenture Trustee of such supplementary and periodic information, documents and reports as may be prescribed by the Commission and, in each case, the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the Indenture7.3); (kxx) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders and Orders, Officers’ Certificates of the Issuer, obtaining and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.6); (lxxi) preparing the preparation of an Issuer Request and Officers’ Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral as defined in the Indenture Trust Estate (Sections 8.4 8.7 and 8.5 of the Indenture8.8); (mxxii) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (nxxiii) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.5); (oxxiv) preparing the notification of Noteholders of redemption of the Notes (Section 10.2); (xxv) the preparation of all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any an action under the Indenture other than any request that (a) the Indenture Trustee authenticate the Notes or (b) the Indenture Trustee pay amounts due and payable to the Issuer under the Indenture to the Issuer’s assignee (Section 11.1(a) of the Indenture)); (pxxvi) preparing the preparation and delivering delivery of Officers’ Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (qxxvii) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.6); (rxxviii) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.13); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llxxix) [Reserved]the filing with the Commission of the appropriate forms necessary to suspend reporting requirements under the Securities Exchange Act (Section 7.4).

Duties with Respect to the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Transaction Documents. In addition, the Administrator shall consult with the Eligible Lender Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Depository AgreementIndenture. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Owner Trustee when action is necessary to comply with the Issuer’s respective duties of the Issuer and the Owner Trustee under the Indenture and the Depository AgreementIndenture. The Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate Persons persons of all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Depository AgreementIndenture. In furtherance of the foregoing, the Administrator shall take all appropriate action that the actions Issuer or the Owner Trustee is required to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters that it is under the Indenture (references are to Sections of the Indenture): (A) the duty of to cause the Issuer or Note Register to be kept and to give the Indenture Trustee to take pursuant to notice of any appointment of a new Note Registrar and the Indenture:location, or change in location, of the Note Register (Section 2.04); (aB) preparing the notification of Noteholders of the final principal payment on their Notes (Section 2.07(b)); (C) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivering delivery of the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (bD) preparingthe preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture2.12); (cE) the maintenance of an office in Chicago, Illinois, or the appointment of the Indenture Trustee as its agent therefor, for registration of transfer or exchange of Notes (Section 3.02); (F) 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); (G) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (H) the obtaining and preserving 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 collateral and each other instrument and agreement included in the Indenture Trust Estate Collateral (Section 3.4 of the Indenture3.04); (dI) preparing the preparation of all supplements and filing amendments to the Indenture and all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 instruments and the taking of the Indenture, such other action as is necessary or advisable to protect the Indenture Trust Estate Collateral other than as prepared by the Servicer (Section 3.5 of the Indenture3.05); (eJ) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, statements as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.09); (fK) the identification to the Indenture Trustee in the event an Officer's Certificate of a Servicer Default, taking all reasonable steps available Person with whom the Issuer has contracted to enforce the Issuer’s rights perform its duties under the Basic Documents in respect of such Servicer Default Indenture (Section 3.7(d) of the Indenture3.07(b)); (gL) preparing the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Transfer and Servicing Agreement; (M) the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10(b)); (hN) the monitoring of the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing the preparation of an Officers’ Officer's Certificate and the obtaining of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (iO) selling the compliance with any written directive of the Indenture Trust Estate Trustee with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has shall have occurred and is be continuing (Section 5.4 of the Indenture5.04); (jP) preparing and, after execution by the Issuer, preparation and delivery of notice to Noteholders of the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and removal of the Indenture Trustee documents required to be filed on and the appointment of a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable State agencies successor Indenture Trustee (Section 7.3 of the Indenture6.08); (kQ) 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 the Indenture Trustee or any co-trustee or separate trustee (Sections 6.08 and 6.10); (R) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (S) the opening of one or more accounts in the Issuer’s Indenture Trustee's name, preparing the preparation and delivery of Issuer Orders Orders, Officer's Certificates and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (lT) preparing the preparation of an Issuer Request and Officers’ Officer's Certificate and the obtaining of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate Collateral (Sections 8.4 8.04 and 8.5 of the Indenture8.05); (mU) preparing 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 Noteholders of notices with respect to such supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (nV) preparing the documents and instruments required for the execution and authentication delivery of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (oW) preparing all Officers’ Certificates the duty to notify Noteholders of redemption of the Issuer Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (X) the preparation and obtaining any Independent Certificates and/or delivery of all Officer's Certificates, 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 11.1(a) of the Indenture11.01(a)); (pY) preparing the preparation and delivering Officers’ delivery of Officer's Certificates and the obtaining of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture11.01(b)); (qZ) preparing the notification of the Rating Agencies, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to provide notification as required under the Transaction Documents; (AA) the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06);; and (rBB) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.14); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account;. (ii) calculating The Administrator will, except as paid pursuant to or otherwise expressly provided in the Indenture or the Transfer and Servicing Agreement: (A) pay the Indenture Trustee's fees and reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any amounts provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to be deposited into its negligence or withdrawn from the Borrower Benefit Accountbad faith; (jjB) from time to timeindemnify the Indenture Trustee and its agents for, directing and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf acceptance or administration of the Issuertransactions contemplated by the Transaction Documents, to enter into one including the reasonable costs and expenses of defending themselves against any claim or more agreements representing Eligible Repurchase Obligations, liability in connection with an Eligible Repo Counterparty; (kk) [Reserved]the exercise or performance of any of their powers or duties under the Transaction Documents; and (llC) [Reserved]pay the Owner Trustee's fees and reimburse the Owner Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with the Transaction Documents and indemnify the Owner Trustee and its agents for, and hold them harmless against, any loss, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement (and including without limitation, an indemnity as described above with respect to the Trust Depositor's obligations in favor of the Owner Trustee under Section 8.02 of the Trust Agreement).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]following receipt of the initial servicing report from ACS-ES, calculating any necessary adjustment to the Supplemental Purchase Account Initial Deposit and instructing the Indenture Trustee to release any funds in excess of that required amount (resulting from the use of the Initial Cutoff Date Pool Balance, which will be revised after receipt of the servicing report) directly to the Depositor; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);; Administration Agreement (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement);; Administration Agreement (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Quarterly Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(i) hereof; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Interest Rate Cap Agreement; (vt) on the Closing Date, directing the [Reserved]Owner Trustee] to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Note 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 Note 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 Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture); (k) the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing 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 8.4 and 8.5 of the Indenture); (m) preparing of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing of or obtaining of the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) the undertaking of all obligations required to be performed by the Administrator, and to act on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (u) [Reserved]on the Closing Date, and with respect to the Class A-5 Notes and Class A-7 Notes during their respective initial Reset Periods, directing the Eligible Lender Trustee to enter into each related Initial Interest Rate Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to each class of Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Interest Rate Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (1) a class of Reset Rate Notes is to bear interest at a fixed rate during the immediately following Reset Period and (2) a class of Reset Rate Notes is to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, to enter into one or more Interest Rate Swap Agreements; (w) [Reserved]the undertaking of all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Interest Rate Swap Agreement; (x) [Reserved]on the Closing Date, directing the Indenture Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for each class of Reset Rate Notes that bears a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into any Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance;, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; and (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any Depository AgreementAgreements. 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (i) on the Closing Date, with respect to each class of Reset Rate Notes during its respective initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Currency Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Initial Currency Swap Counterparties and (ii) on any subsequent date, any supplement, amendment or replacement thereof; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to each class of Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) any class of Reset Rate Notes is to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) any class of Reset Rate Notes is to bear interest at a fixed rate during the immediately following Reset Period or (iii) any class of Reset Rate Notes is to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Funding Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddcc) [Reserved]; (ee) on from time to time during the Business Day immediately following the end of the Supplemental Purchase Funding Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in withdraw funds from the Supplemental Purchase Pre-Funding Account to be used for the Collection Account;purchase of the related Additional Trust Student Loans; and (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jjdd) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);; Administration Agreement (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]from time to time during the Funding Period, instructing the Indenture Trustee to withdraw funds from the Pre-Funding Account to be used for the purchase of the related Additional Trust Student Loans; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Quarterly Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(j) hereof; and (ll) [Reserved]on the Business Day immediately following the end of the Funding Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Pre-Funding Account to the Collection Account.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) undertaking all obligations required to be performed by the Administrator or the Trust, including, without limitation, preparing and delivering all notices (other than notices declaring an Event of Default or a termination event), communications, information and calculations, under the Interest Rate Cap Agreement and taking all actions reasonably required pursuant to a collateral support annex or other collateral agreement executed in connection therewith; (u) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aaw) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbx) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccy) preparing from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and deliveringexecution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, on behalf to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student related Add-On Consolidation Loans; (dd) [Reserved]; (eez) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llaa) [Reserved]on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);; Administration Agreement (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;; and (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eew) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing 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 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Interest Rate Cap Agreement; (vt) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;; and (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eew) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.09); (c) obtaining and preserving 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 3.4 of the Indenture3.04); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.05); (e) delivering 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 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 of the Indenture3.09); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture3.07(d)); (g) preparing the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (i) selling sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.04) or an Insolvency Event with respect to the IndentureDepositor has occurred and is continuing (Section 6.05(b)); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.03); (k) the opening of one or more accounts in the Issuer’s name, preparing the preparation of Issuer Orders and Orders, Officers’ Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (l) preparing 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 8.4 8.04 and 8.5 of the Indenture8.05); (m) preparing the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (n) preparing 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (o) preparing the preparation of all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture11.01(a)); (p) preparing the preparation and delivering delivery of Officers’ Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture11.01(b)); (q) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06); (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.15); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (lls) [Reserved]engaging or terminating any Broker-Dealers and taking other actions with respect to the Auction Rate Procedures (Appendix A-2).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) a. preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (b) b. preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.9); (c) c. obtaining and preserving 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 3.4 of the Indenture3.4); (d) d. preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (e) delivering e. 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 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee and the Owner Trustee, as applicable, 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 and the Owner Trustee, as applicable, 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s namename [(including any Custody Accounts required in connection with each Swap Agreement and any interest rate cap agreement)], preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the IssuerTrust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust (and the Eligible Lender Trustee on behalf of the Trust) and on behalf of any interim eligible lender trustee on behalf of any purchaser, seller or the depositor, as applicable, all required documentation to evidence the purchase by the Trust of any Additional Trust Student LoansLoans (or the repurchase of any Trust Student Loan by any party consistent with the terms of the Basic Documents); (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reservedundertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts) under each Swap Agreement;]; (v) [Reservedon the Closing Date, directing the Owner Trustee to enter into each Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the related Swap Counterparty;]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement)[Reserved]; (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account[Reserved]; (jj) from time to time, directing the Eligible Lender Owner Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reservedfrom time to time, directing the Owner Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(n) hereof;]; and (ll) [Reservedfrom time to time, hiring or appointing a broker to obtain a Replacement Transaction, according to the terms of each Swap Agreement, and using, to the extent required thereof, any Swap Termination Payments received upon the occurrence of any Swap Termination Event or Event of Default under the related Swap Agreement in order to obtain such Replacement Transaction (Section 3.7(i) of the Indenture); and] (mm) [exercising on any applicable valuation date the Issuer’s right under the related Swap Agreement to demand delivery of any credit support amount, authorizing the release of any posted collateral to the extent no longer required under such Swap Agreement, verifying the calculation of any exposure, credit support amount and the value of posted collateral and giving written notice to the Issuer of any credit support amount (Section 3.1A of the Indenture).]

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture)[Reserved]; (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts), under the Swap Agreement; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); ; (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); ; (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Quarterly Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(j) hereof; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);; Administration Agreement (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eex) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffy) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (ggz) [Reserved]calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account (Section 3.12A of the Servicing Agreement); (hhaa) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account;; Administration Agreement (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jjbb) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llcc) [Reserved]from time to time, directing the Eligible Lender Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(l) hereof.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or and obtaining Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (i) on the Closing Date, with respect to the Class A-5 Notes, directing the Eligible Lender Trustee to enter into the Class A-5 Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Class A-5 Swap Counterparty, and any supplement, amendment or replacement thereof, and (ii) on the Closing Date, with respect to the Reset Rate Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Class A-6 Currency Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Class A-6 Currency Swap Counterparty, and (iii) on any subsequent date, any supplement, amendment or replacement thereof; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (iii) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for the Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into the Accumulation Account (if applicable), the Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);; Administration Agreement (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddx) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (eey) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hhz) on or before the second Business Day immediately preceding each Distribution Datefollowing the end of the Consolidation Loan Add-On Period, calculating instructing the Indenture Trustee to transfer all amounts sums remaining on deposit in the Add-On Consolidation Loan Account to be deposited into and withdrawn from the Floor Income Rebate Collection Account;; and (iiaa) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);; Administration Agreement (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);; Administration Agreement (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddx) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (eey) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffz) on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account; (aa) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (iibb) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account;; Administration Agreement (jjcc) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (lldd) [Reserved]from time to time, directing the Eligible Lender Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to section 2.8(i) hereof.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); ; (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]following receipt of the initial servicing report from ACS-ES, calculating any necessary adjustment to the Supplemental Purchase Account Initial Deposit and instructing the Indenture Trustee to release any funds in excess of the required deposit amount (resulting from the use of the Initial Cutoff Date Pool Balance, which will be revised after receipt of the initial servicing report) directly to the Depositor; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; ; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 AgreementAgreements. 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the IssuerIssuer or, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (u) [Reserved]engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (v) [Reserved]on the Closing Date, with respect to the Class A-4 Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Interest Rate Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Interest Rate Swap Counterparty and on any subsequent date, any supplement, amendment or replacement thereof; (w) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (iii) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (x) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (y) [Reserved]calculating on each Interest Rate Determination Date when the Reset Rate Notes bear a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Account Release Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification on the Business Day immediately following the end of any Borrower Benefit Yield Reductionthe Consolidation Loan Add-On Period, calculating instructing the amount Indenture Trustee to be deposited into transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account (Section 3.12 of the Servicing Agreement);Account; and (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) establishing and maintaining the accounts set forth in Section 3.1A of the Indenture (Section 3.1A of the Indenture); (d) obtaining and preserving 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 3.4 of the Indenture); (de) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (ef) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, and the annual delivery of the Officers’ Certificate of the Issuer and Administration Agreement certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (fg) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (gh) from time to time, hiring or appointing a Broker to obtain a Replacement Transaction or a Letter of Credit Transaction, according to the terms of the Currency Swap Agreement, upon the occurrence of any Event of Default or Termination Event under the Currency Swap Agreement (Section 3.7(g) of the Indenture); (i) exercising on any applicable Valuation Date the Issuer’s right under the Currency Swap Agreement to demand delivery of any Credit Support Amount to the Issuer by the Currency Swap Counterparty, authorizing the release of any Posted Collateral to the extent no longer required under the Currency Swap Agreement, verifying the calculation of any Exposure, Credit Support Amount and the Value of Posted Collateral and giving written notice to the Issuer of any Credit Support Amount (Section 3.1A of the Indenture); (j) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (hk) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (il) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (jm) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kn) opening of one or more accounts in the Issuer’s namename (including any Custody Accounts required in connection with the Currency Swap Agreement), preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lo) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (mp) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);; Administration Agreement (nq) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (or) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (ps) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qt) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (su) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tv) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]on the Closing Date, with respect to the Class A-4 Notes, directing the Eligible Lender Trustee to enter into the Currency Swap Agreement (not in its individual capacity, but solely on behalf of the Issuer) with the Currency Swap Counterparty and on any subsequent date, any supplement, amendment or replacement thereof; (x) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Currency Swap Agreement; (y) [Reserved]; (z) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aaz) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbaa) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccbb) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; Administration Agreement (cc) from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hhee) on or before the second Business Day immediately preceding each Distribution Datefollowing the end of the Consolidation Loan Add-On Period, calculating instructing the Indenture Trustee to transfer all amounts sums remaining on deposit in the Add-On Consolidation Loan Account to be deposited into and withdrawn from the Floor Income Rebate Collection Account; (iiff) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account;; and (jjgg) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or and obtaining Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (i) on the Closing Date, with respect to each class of Reset Rate Notes during its initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Currency Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Initial Currency Swap Counterparty and (ii) on any subsequent date, any supplement, amendment or replacement thereof; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to each class of Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) any class of Reset Rate Notes is to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) any class of Reset Rate Notes is to bear interest at a fixed rate during the immediately following Reset Period or (iii) any class of Reset Rate Notes is to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, instruments necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, Counsel 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 3.9 of the Indenture, statements as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (ih) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (ji) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zr) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aas) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bbt) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee Administrator to transfer all sums remaining funds on deposit in the Supplemental Purchase Capitalized Interest Account on the December 2009 Distribution Date to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) for inclusion in Available Funds on or before the second Business Day immediately preceding each that Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);; Administration Agreement (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);; Administration Agreement (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) from time to time during the Funding Period, instructing the Indenture Trustee to withdraw funds from the Pre-Funding Account to be used for the purchase of the related Additional Trust Student Loans; (x) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eey) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffz) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (ggaa) [Reserved];calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account (Section 3.12A of the Servicing Agreement); Administration Agreement (hhbb) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jjcc) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (lldd) [Reserved]from time to time, directing the Eligible Lender Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(l) hereof.

Duties with Respect to the Indenture. The Administrator agrees to consult with Administrator, on behalf of the Eligible Lender Trustee regarding Trust, shall perform the administrative duties of the Issuer Trust under the Indenture, any Indenture Supplement and the Depository Agreementany Terms Document. The Administrator Administrator, on behalf of the Trust, shall monitor the performance of the Issuer Trust and shall advise the Eligible Lender Trustee Trust when action is necessary to comply with the IssuerTrust’s duties under the Indenture and the Depository AgreementRelated Documents. The Administrator Administrator, on behalf of the Trust, shall prepare for execution by the Issuer Trust or the Trustee 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 Trust to prepare, file or deliver pursuant to the Indenture and the Depository Agreementany Related Document. In furtherance of the foregoing, the Administrator Administrator, on behalf of the Trust, shall take all appropriate action that is the actions duty of the Trust to take pursuant to the Indenture, any Indenture Supplement and any Terms Document, including, without limitation, such of the foregoing as are required with respect to the following matters that it is under the Indenture, any Indenture Supplement and any Terms Document (parenthetical references in this clause (d) are to articles or sections in the Indenture): (i) appointing a successor Depository (Section 2.04); (ii) communicating with any clearing agency or Depository (Sections 2.06 and 2.07); (iii) the duty of to cause the Issuer or Note Register to be kept, and notifying the Indenture Trustee to take pursuant of any appointment of a new Note Register and the location, or change in location, of the Note Registrar (Sections 3.05(a) and 3.05(i)); (iv) delivering any Notes to the Indenture:Indenture Trustee for cancellation (Section 3.08); (av) preparing or obtaining the documents documents, legal opinions and instruments required for execution, authentication and delivery of the Notes Notes, and delivering delivery of the same to the Indenture Trustee for authentication (Sections 3.03, 3.04 and 3.09), providing for the replacement of mutilated, destroyed, lost or stolen Notes (Section 2.2 3.06), providing for the exchange or transfer of Notes (Section 3.05) and, to the extent set forth in the related Indenture Supplement, notifying each Rating Agency in writing of the Indentureissuance of any Tranche, Class or Series of Notes; (vi) directing the Indenture Trustee with respect to the investment of funds in the Trust Accounts (Section 4.02); (bvii) preparingpreparing or obtaining the documents, obtaining or filing the instruments, legal opinions and certificates instruments required to be delivered to the Indenture Trustee with respect to the satisfaction and other discharge of the Indenture (Section 5.01(c)) and preparing the documents required necessary for the release of Collateral Indenture Trustee to acknowledge the same (Section 2.9 of the Indenture5.01(a)); (cviii) obtaining and preserving on the Issuer’s qualification to do business resignation or removal of any Indenture Trustee, assisting the Trust in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indentureappointing a suitable successor Indenture Trustee as necessary, the Notes, the Collateral and each other instrument and agreement included in the appointing a successor Indenture Trust Estate Trustee (Section 3.4 7.10(e)) and giving written notice of the Indenturesuch resignation or removal and appointment to each Noteholder and to each Rating Agency (Section 7.10(f)); (dix) preparing or causing to be prepared tax returns for the Trust (if required) and the reporting information for the Noteholders (Section 7.15); (x) preparing on behalf of the Trust written instructions regarding any action proposed to be taken or omitted by the Indenture Trustee upon the Indenture Trustee’s application therefor (Section 7.17); (xi) furnishing to the Indenture Trustee a list of the names and addresses of the Noteholders upon each transfer of a Note or at such other times as the Indenture Trustee may reasonably require (Section 8.01); (xii) preparing for the Trust such filings for filing with the Commission, and providing the Indenture Trustee with copies thereof once filed, as required by the Securities Exchange Act or otherwise as in accordance with rules and regulations prescribed from time to time by the Commission (Section 8.04); (xiii) preparing, completing and delivering to the Indenture Trustee (with a copy to each Rating Agency), a Monthly Noteholders’ Statement (Section 8.05); (xiv) preparing or obtaining any necessary Opinion of Counsel, Tax Opinion, Officer’s Certificate, or other document or instrument as may be required in connection with any supplemental indenture or amendment to the Indenture, any Indenture Supplement, any Terms Document, the Trust Agreement, the Servicing Agreement, the Transfer Agreement or the Receivables Sale Agreement (Article IX); (xv) giving notice to each Rating Agency and collecting the vote of Noteholders, as necessary, in connection with any supplemental indenture or amendment to the Indenture, any Indenture Supplement or any Terms Document (Article IX); (xvi) appointing Paying Agents (Section 10.02) and causing any such Paying Agents to execute and deliver to the Indenture Trustee an instrument pursuant to which it agrees to act as Paying Agent as set forth in Section 10.03 of the Indenture; (xvii) preparing Officer’s Certificates of the Trust directing the Paying Agent to pay to the Indenture Trustee sums held in trust by the Issuing Entity or such Paying Agent for the purpose of discharging the Indenture (Section 10.03); (xviii) preparing written statements for execution by an Authorized Officer as required by Section 10.04 of the Indenture; (xix) performing or causing to be performed all supplementsthings necessary to preserve and keep in full force and effect the legal existence, amendmentsrights and franchises as a Delaware statutory trust of the Trust (Section 10.05) and comply with applicable law (Section 10.07); (xx) giving prompt written notice to the Indenture Trustee and each Rating Agency of each Event of Default and Early Amortization Event under the Indenture or any default of a Derivative Counterparty (Section 10.08); (xxi) providing to Noteholders and prospective Noteholders information required to be provided by the Trust pursuant to Rule 144A under the Securities Act (Section 10.11); (xxii) performing and observing all of the Trust’s obligations under the Indenture, any Indenture Supplement, any Terms Document, the Trust Agreement and any other instrument or agreement relating to the Collateral including preparing and causing the Trust to file UCC financing statements and continuation statements (Section 10.12); (xxiii) preparing or obtaining the instruments, documents, agreements, certificates and legal opinions required to be delivered by the Trust and preparing any notice required to be given to the Rating Agencies and the Indenture Trustee, in connection with the merger or consolidation of the Trust with any other Person or the conveyance or transfer of any of the Trust’s property or assets (Section 10.13); (xxiv) giving written notice to the affected Noteholders of any redemption by the Transferor (Section 11.01) and to the Indenture Trustee and each Rating Agency with respect to any such optional repurchase (Section 11.02); (xxv) to the extent set forth in the Related Documents, preparing or obtaining the instruments, documents, agreements and legal opinions required to be delivered by the Trust and/or the Indenture Trustee and preparing any notice required to be given by the Trust to the Rating Agencies, the Indenture Trustee and the Servicer in connection with addition or removal of Collateral, and designating such Collateral to be added or removed, as the case may be; (xxvi) to the extent set forth in the Related Documents, taking, or assisting the Trust and/or the Indenture Trustee in taking, all actions necessary and advisable to obtain, maintain and enforce a perfected lien on and security interest in the Collateral in favor of the Indenture Trustee and preparing for execution and delivery or filing by the Trust all supplements and amendments to this Agreement and all financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);; and (exxvii) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel legal opinions with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of security interest in the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively Collateral (Section 9.6 of the Indenture10.21); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or and obtaining Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (u) [Reserved]on the Closing Date, and with respect to the Reset Rate Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Interest Rate Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Interest Rate Swap Counterparty; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to (i) enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (1) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (2) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (3) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and (ii) cause the Remarketing Agents to direct one or more Swap Agents to enter into one or more Reset Date Currency Swap Agreements with one or more Eligible Swap Counterparties on behalf of the Remarketing Agents and the Reset Rate Notes, on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when the Reset Rate Notes will be in Foreign Exchange Mode during the immediately following Reset Period; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for the Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into the Accumulation Account (if applicable), the Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any and Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement; (t) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (u) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement including during on the Supplemental Purchase Period, preparing Closing Date and delivering, all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, all required documentation to evidence as set forth in the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]Reset Rate Note Procedures; (v) [Reserved]on the Closing Date, and with respect to the Reset Rate Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Interest Rate Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Interest Rate Swap Counterparty; (w) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to (i) enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (1) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (2) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (3) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and (ii) cause the Remarketing Agents to direct one or more Swap Agents to enter into one or more Reset Date Currency Swap Agreements with one or more Eligible Swap Counterparties on behalf of the Remarketing Agents and the Reset Rate Notes, on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when the Reset Rate Notes will be in Foreign Exchange Mode during the immediately following Reset Period; (x) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (y) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (z) calculating, on each Interest Rate Determination Date for the Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (aa) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into the Accumulation Account (if applicable), the Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aabb) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans;; and (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Interest Rate Cap Agreement; (vt) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and deliveringexecution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, on behalf to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student related Add-On Consolidation Loans; (dd) [Reserved]; (eex) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (lly) [Reserved]on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) from time to time, hiring or appointing a Broker to obtain a Replacement Transaction or a Letter of Credit Transaction, according to the terms of the related Swap Agreement, upon the occurrence of any Event of Default or Termination Event under that Swap Agreement; (h) exercising on any applicable Valuation Date the Issuer’s right under the applicable Swap Agreement to demand delivery of any Credit Support Amount to the Issuer by the related Swap Counterparty, authorizing the release of any Posted Collateral to the extent no longer required under the related Swap Agreement, verifying the calculation of any Exposure, Credit Support Amount and the Value of Posted Collateral and giving written notice to the Issuer of any Credit Support Amount; (i) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (hj) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (ik) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (jl) preparing and, after execution by the IssuerIssuer or, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (km) opening of one or more accounts in the Issuer’s namename (including any Custody Accounts required in connection with any Swap Agreement), preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (ln) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (mo) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (np) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (oq) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (pr) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qs) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (st) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tu) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (w) [Reserved]engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (x) [Reserved]on the Closing Date, with respect to the Class A-6 Notes and the Class A-7A Notes during their respective initial Reset Periods, directing the Eligible Lender Trustee to enter into the Initial Currency Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Initial Currency Swap Counterparties and on any subsequent date, any supplement, amendment or replacement thereof; (y) [Reserved]from time to time on or after the Initial Reset Date with respect to each class of Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) any class of Reset Rate Notes is to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) any class of Reset Rate Notes is to bear interest at a fixed rate during the immediately following Reset Period or (iii) any class of Reset Rate Notes is to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (z) undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (aa) calculating, on each Interest Rate Determination Date, for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (bb) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Account Release Amount; (aacc) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbdd) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccee) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddff) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (eegg) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Datefollowing the end of the Consolidation Loan Add-On Period, calculating instructing the Indenture Trustee to transfer all amounts sums remaining on deposit in the Add-On Consolidation Loan Account to be deposited into and withdrawn from the Floor Income Rebate Collection Account;; and (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eex) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffy) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (ggz) [Reserved]calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account (Section 3.12A of the Servicing Agreement); (hhaa) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jjbb) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llcc) [Reserved]from time to time, directing the Eligible Lender Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(l) hereof.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.09); (c) obtaining and preserving 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 3.4 of the Indenture3.04); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.05); (e) delivering 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 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 of the Indenture3.09); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture3.07(d)); (g) preparing the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (i) selling sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.04) or an Insolvency Event with respect to the IndentureDepositor has occurred and is continuing (Section 6.05(b)); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.03); (k) the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (l) preparing 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 8.4 8.04 and 8.5 of the Indenture8.05); (m) preparing the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (n) preparing 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (o) preparing the preparation of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture11.01(a)); (p) preparing the preparation and delivering delivery of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture11.01(b)); (q) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06); (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of 11.15); (s) engaging or terminating any Broker-Dealers and taking other actions with respect to the Auction Rate Procedures (Appendix A-2); (t) approving persons to serve as a Broker-Dealer under the Broker-Dealer Agreements, and providing all such Broker-Dealer Agreements to the Indenture Trustee and the Auction Agent, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (u) [Reserved]the undertaking of all obligations required to be performed by the Administrator, and to act on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (v) [Reserved]the undertaking of all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement or the Cap Agreement; (w) [Reserved]calculating prior to the fifth Business Day of each month, the ARS Student Loan Rate and notifying the Auction Agent, the Indenture Trustee and the Broker-Dealers promptly following the calculation date; (x) [Reserved]on the Closing Date, directing the Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (y) [Reserved]calculating the Carry-over Amount, if any, for each class of Auction Rate Notes and notifying each Auction Rate Noteholder, the Auction Agent and the Trust at least four Business Days prior to the related Auction Rate Distribution Date; (z) calculating on each Quarterly Distribution Date, as applicable: the Principal Distribution Amount and any the applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time prior to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Quarterly Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved]ARS Student Loan Rate applicable for such date.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, instruments necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, Counsel 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 3.9 of the Indenture, statements as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (ih) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (ji) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zr) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aas) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bbt) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee Administrator to transfer all sums remaining funds on deposit in the Supplemental Purchase Capitalized Interest Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (in accordance with Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) 2.9 for inclusion in Available Funds on or before the second Business Day immediately preceding each applicable Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); ; (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); ; (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]following receipt of the initial servicing report from each Subservicer, calculating any necessary adjustment to the Supplemental Purchase Account Initial Deposit and instructing the Indenture Trustee, in writing, to release any funds directly to the Depositor in excess of the required amount (resulting from the use of the Initial Cutoff Date Pool Balance, which amount will be revised after receipt of the initial servicing reports); (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or and obtaining Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (u) [Reserved]on the Closing Date, and with respect to the Reset Rate Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Cross-Currency Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Cross-Currency Swap Counterparty and (ii) causing the Remarketing Agents to direct the Swap Agent, on behalf of the Remarketing Agents and the Reset Rate Noteholders, to enter into the Initial Reset Date Currency Swap Agreement with the Initial Cross-Currency Swap Counterparty; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to (i) enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (1) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (2) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (3) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and (ii) cause the Remarketing Agents to direct one or more Swap Agents to enter into one or more Reset Date Currency Swap Agreements with one or more Eligible Swap Counterparties on behalf of the Remarketing Agents and the Reset Rate Notes, on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when the Reset Rate Notes will be in Foreign Exchange Mode during the immediately following Reset Period; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for the Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into the Accumulation Account (if applicable), the Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) establishing and maintaining the accounts set forth in Section 3.1A of the Indenture (Section 3.1A of the Indenture); (d) obtaining and preserving 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 3.4 of the Indenture); (de) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (ef) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (fg) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (gh) from time to time, hiring or appointing a Broker to obtain a Replacement Transaction or a Letter of Credit Transaction, according to the terms of the related Swap Agreements, upon the occurrence of any Event of Default or Termination Event under a Swap Agreement (Section 3.7(g) of the Indenture); (i) exercising on any applicable Valuation Date the Issuer’s right under the applicable Swap Agreements to demand delivery of any Credit Support Amount to the Issuer by the related Swap Counterparties, authorizing the release of any Posted Collateral to the extent no longer required under the related Swap Agreements, verifying the calculation of any Exposure, Credit Support Amount and the Value of Posted Collateral and giving written notice to the Issuer of any Credit Support Amount (Section 3.1A of the Indenture); (j) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (hk) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (il) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (jm) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kn) opening of one or more accounts in the Issuer’s namename (including any Custody Accounts required in connection with any of the Currency Swap Agreements), preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lo) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (mp) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); ; (nq) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes (Section 5.4 of the Indenture) or an Insolvency Event with respect to the Depositor has occurred and is continuing (Section 5.4 6.5(b) of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or and obtaining Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (u) [Reserved]on the Closing Date, and with respect to the Reset Rate Notes during their initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Cross-Currency Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Initial Cross-Currency Swap Counterparty and (ii) causing the Remarketing Agents to direct the Swap Agent, on behalf of the Remarketing Agents and the Reset Rate Noteholders, to enter into the Initial Reset Date Currency Swap Agreement with the Initial Cross-Currency Swap Counterparty; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to (i) enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (1) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (2) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (3) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and (ii) cause the Remarketing Agents to direct one or more Swap Agents to enter into one or more Reset Date Currency Swap Agreements with one or more Eligible Swap Counterparties on behalf of the Remarketing Agents and the Reset Rate Notes, on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when the Reset Rate Notes will be in Foreign Exchange Mode during the immediately following Reset Period; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for the Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into the Accumulation Account (if applicable), the Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, instruments necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, Counsel 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 3.9 of the Indenture, statements as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (ih) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (ji) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zr) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aas) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbt) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee Administrator to transfer all sums remaining funds on deposit in the Supplemental Purchase Capitalized Interest Account on the August 15, 2010 Distribution Date to the Collection AccountAccount for inclusion in Available Funds on that Distribution Date; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jju) from time to time, directing the Eligible Lender Trustee in writingOwner Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate derivative agreements representing Eligible Repurchase Obligationswith one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the counterparties with an Eligible Repo Counterparty; (kkrespect to any such interest rate derivative agreement, such amounts will be payable only out of funds otherwise available to be paid to the holder of the Trust Certificate pursuant to Section 2.8(h) [Reserved]hereof; and (llv) [Reserved]from time to time, directing the Indenture Administrator to open any accounts the Administrator deems necessary to administer any interest rate derivative agreements described in clause (u) above.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture)[Reserved]; (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zs) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aat) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbu) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee Administrator to transfer all sums remaining funds on deposit in the Supplemental Purchase Capitalized Interest Account in excess of $60,000,000 on the November 2007 Distribution Date to the Collection AccountAccount for inclusion in Available Funds on that Distribution Date; (ffv) upon notification instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of any Borrower Benefit Yield Reduction, calculating $40,000,000 on the amount November 2008 Distribution Date to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement)for inclusion in Available Funds on that Distribution Date; (ggw) [Reserved]; (hh) instructing the Indenture Administrator to transfer all funds on or before deposit in the second Business Day immediately preceding each Capitalized Interest Account in excess of $20,000,000 on the November 2009 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (llx) [Reserved]instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of $12,500,000 on the November 2010 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date. (y) instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account on the November 2011 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 2.02 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 2.09 of the Indenture); (c) obtaining and preserving 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 3.4 3.04 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 3.05 of the Indenture); (e) delivering on behalf of the Issuer the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 3.09 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d3.07(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 4.01 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 5.04 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as requiredapplicable, filing with the Commission, any applicable State agencies and the Indenture Trustee Trustee, 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 (Section 7.3 7.03 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 8.03 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 8.04 and 8.5 8.05 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 9.03 of the Indenture); (n) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 9.06 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer Issuer, Opinions of Counsel and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 11.06 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (vt) [Reserved]on the Closing Date, directing the Trustee to enter into the Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Swap Counterparties; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any the applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (us) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Interest Rate Cap Agreement; (vt) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the IssuerTrust (and the Eligible Lender Trustee), any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the TrustTrust (and the Eligible Lender Trustee), all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture and the Note 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 Note Depository Agreement. In furtherance of the foregoing, the Administrator shall shall, unless otherwise provided herein or in the other Transaction Documents, take all appropriate actions that are the actions with respect to the following matters that it is the duty duties of the Issuer or the Indenture Trustee to take pursuant to the Indenture, including, without limitation, each of the foregoing: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and opinions, certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 Collateral (Section 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance statements and other instrumentsinstruments necessary or advisable to preserve and defend title to the Collateral and obtain and maintain, in accordance with Section 3.5 for the benefit of the IndentureIndenture Trustee on behalf of the Noteholders, necessary to protect a first lien on and a first priority, perfected security in the Indenture Trust Estate Collateral (Section 3.5 of the Indenture); (e) obtaining and delivering the Opinion Opinions of Counsel on the Closing Date and the annual delivery of Opinions of Counselannually thereafter, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Master Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Transaction Documents in respect of such Master Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 3.10(b) and Section 3.11(b) of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the an Opinion of Counsel and the and, if required, an Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Master Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee Trustee, 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts Trust Accounts in the Issuer’s namename of the Indenture Trustee, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and taking all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificatesand, if necessaryrequired, Independent Certificates for the release of the Indenture Trust Estate Collateral (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel and, if required, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificatesand, if necessaryrequired, obtaining Independent Certificates for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);; and (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.02); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.09); (c) obtaining and preserving 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 3.4 of the Indenture3.04); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.05); (e) delivering 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 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 of the Indenture3.09); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture3.07(d)); (g) preparing the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.01); (i) selling sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.04) or an Insolvency Event with respect to the IndentureDepositor has occurred and is continuing (Section 6.05(b)); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.03); (k) the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 of the Indenture8.03); (l) preparing 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 8.4 8.04 and 8.5 of the Indenture8.05); (m) preparing the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 of the Indenture9.03); (n) preparing 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.06); (o) preparing the preparation of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture11.01(a)); (p) preparing the preparation and delivering delivery of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b) of the Indenture); (q) preparing the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture11.06); (r) [Reserved]; (s) preparing, executing and delivering on behalf the recording of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.15); (us) [Reserved]the undertaking of all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement or Interest Rate Cap Agreement; (vt) [Reserved]on the Closing Date, directing the Trustee to enter into the Interest Rate Cap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Counterparty; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zu) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any the applicable Specified Reserve Account Balance;; and (aav) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);; Administration Agreement (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);; Administration Agreement (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zt) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aau) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbv) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccw) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddx) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (eey) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffz) on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account; (aa) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (iibb) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 any Depository AgreementAgreements. 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (t) engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (u) [Reserved](i) on the Closing Date, with respect to each class of Reset Rate Notes during its respective initial Reset Period, directing the Eligible Lender Trustee to enter into the Initial Currency Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with the Initial Currency Swap Counterparties and (ii) on any subsequent date, any supplement, amendment or replacement thereof; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to each class of Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) any class of Reset Rate Notes is to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) any class of Reset Rate Notes is to bear interest at a fixed rate during the immediately following Reset Period or (iii) any class of Reset Rate Notes is to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on the Closing Date, directing the Eligible Lender Trustee to enter into the Interest Rate Cap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Interest Rate Cap Swap Counterparty; (y) [Reserved]calculating, on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Required Amount; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;; and (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture)[Reserved]; (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zs) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aat) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbu) from time to time during the Supplemental Purchase Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and instructing the Indenture Trustee Administrator to withdraw funds from the Supplemental Purchase Add-On Consolidation Loan Account to be used for the purchase funding of the related Additional Trust Student Add-On Consolidation Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eev) on the Business Day immediately following the end of the Supplemental Purchase Consolidation Loan Add-On Period, instructing the Indenture Trustee Administrator to transfer to the Collection Account all sums remaining funds on deposit in the Supplemental Purchase Account to the Collection Add-On Consolidation Account; (ffw) upon notification instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of any Borrower Benefit Yield Reduction, calculating $60,000,000 on the amount February 2008 Distribution Date to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement)for inclusion in Available Funds on that Distribution Date; (ggx) [Reserved]instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of $46,000,000 on the May 2008 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date; (hhy) instructing the Indenture Administrator to transfer all funds on or before deposit in the second Business Day immediately preceding each Capitalized Interest Account in excess of $22,000,000 on the November 2008 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (iiz) calculating any amounts instructing the Indenture Administrator to be deposited into or withdrawn from transfer all funds on deposit in the Borrower Benefit AccountCapitalized Interest Account in excess of $15,000,000 on the May 2009 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date; (jjaa) from time instructing the Indenture Administrator to time, directing transfer all funds on deposit in the Eligible Lender Trustee Capitalized Interest Account in writing, not excess of $12,000,000 on the November 2009 Distribution Date to the Collection Account for inclusion in its individual capacity, but solely Available Funds on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterpartythat Distribution Date; (kkbb) [Reserved]instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of $9,000,000 on the May 2010 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date; (cc) instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of $6,000,000 on the November 2010 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date; (dd) instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account in excess of $3,000,000 on the May 2011 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date; and (llee) [Reserved]instructing the Indenture Administrator to transfer all funds on deposit in the Capitalized Interest Account on the February 2012 Distribution Date to the Collection Account for inclusion in Available Funds on that Distribution Date.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee regarding the duties of the Issuer under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture and the Note 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 Note Depository Agreement. In furtherance of the foregoing, the Administrator shall shall, unless otherwise provided herein or in the other Transaction Documents, take all appropriate actions that are the actions with respect to the following matters that it is the duty duties of the Issuer or the Indenture Trustee to take pursuant to the Indenture, including, without limitation, each of the foregoing: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and opinions, certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 Collateral (Section 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance statements and other instrumentsinstruments necessary or advisable to preserve and defend title to the Collateral and obtain and maintain, in accordance with Section 3.5 for the benefit of the IndentureIndenture Trustee on behalf of the Noteholders, necessary to protect a first lien on and a first priority, perfected security in the Indenture Trust Estate Collateral (Section 3.5 of the Indenture); (e) obtaining and delivering the Opinion Opinions of Counsel on the Closing Date and the annual delivery of Opinions of Counselannually thereafter, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust EstateCollateral, and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Master Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Transaction Documents in respect of such Master Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture)[reserved]; (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the an Opinion of Counsel and the and, if required, an Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Master Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee Trustee, 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 (Section 7.3 of the Indenture); (kj) opening of one or more accounts Trust Accounts in the Issuer’s namename of the Indenture Trustee, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and taking all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lk) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificatesand, if necessaryrequired, Independent Certificates for the release of the Indenture Trust Estate Collateral (Sections 8.4 and 8.5 of the Indenture); (ml) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nm) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (on) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel and, if required, Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (po) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificatesand, if necessaryrequired, obtaining Independent Certificates for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qp) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);; and (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tq) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the IssuerIssuer or, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (u) [Reserved]engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (iii) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on each Interest Rate Determination Date when the Reset Rate Notes bear a floating rate of interest, calculating the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (y) [Reserved]; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Account Release Amount; (aaz) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbaa) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (ccbb) preparing from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and deliveringexecution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, on behalf to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student related Add-On Consolidation Loans; (dd) [Reserved]; (eecc) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hhdd) on or before the second Business Day immediately preceding each Distribution Datefollowing the end of the Consolidation Loan Add-On Period, calculating instructing the Indenture Trustee to transfer all amounts sums remaining on deposit in the Add-On Consolidation Loan Account to be deposited into and withdrawn from the Floor Income Rebate Collection Account;; and (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jjee) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer Issuer, the Indenture Trustee or the Indenture Trustee Administrator to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee and the Indenture Administrator (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s 's name, preparing Issuer Orders and Officers’ ' Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ ' Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee, respectively Administrator (Section 9.6 of the Indenture); (o) preparing all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee or the Indenture Administrator to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders Noteholders, the Indenture Trustee and the Indenture Trustee Administrator any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (zs) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aat) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbu) from time to time during the Supplemental Purchase Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and instructing the Indenture Trustee Administrator to withdraw funds from the Supplemental Purchase Add-On Consolidation Loan Account to be used for the purchase funding of the related Additional Trust Student Add-On Consolidation Loans;; and (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (eev) on the Business Day immediately following the end of the Supplemental Purchase Consolidation Loan Add-On Period, instructing the Indenture Trustee Administrator to transfer all sums remaining on deposit in the Supplemental Purchase Add-On Consolidation Loan Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 each Depository Agreement. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance compliance, with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the IssuerIssuer or, the Administrator or the Servicer, as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement Agreement, including during the Supplemental Purchase Period or the Funding Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ts) recording the Indenture, if applicable (Section 11.15 of the Indenture); (t) undertaking all obligations required to be performed by the Administrator, and acting on behalf of the Trust in fulfilling all duties of the Trust, as set forth in the Reset Rate Note Procedures (Appendix A-2 to the Indenture) on and prior to each Reset Date; (u) [Reserved]engaging or terminating any Remarketing Agents, entering into the Remarketing Agreement on the Closing Date and all subsequent Remarketing Agreements or Remarketing Agency Agreements each on behalf of the Trust, as set forth in the Reset Rate Note Procedures; (v) [Reserved]from time to time on or after the Initial Reset Date with respect to the Reset Rate Notes, directing the Eligible Lender Trustee to enter into one or more Swap Agreements (not in its individual capacity, but solely on behalf of the Trust) with an Eligible Swap Counterparty or Counterparties on the terms and conditions set forth in the Reset Rate Note Procedures, on any Reset Date, when (i) the Reset Rate Notes are to be in Foreign Exchange Mode during the immediately following Reset Period, (ii) the Reset Rate Notes are to bear interest at a fixed rate during the immediately following Reset Period or (iii) the Reset Rate Notes are to bear interest at a floating rate during the immediately following Reset Period and the Remarketing Agents (in consultation with the Administrator) determine that it is in the best interest of the Trust based on then-current market conditions, or if otherwise required to satisfy the Rating Agency Condition, to enter into one or more Swap Agreements, and any supplement, amendment or replacement thereof; (w) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under any Swap Agreement; (x) [Reserved]on each Interest Rate Determination Date when the Reset Rate Notes bear a floating rate of interest, calculating the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date; (y) [Reserved]; (z) calculating on each Distribution Date, as applicable: the Principal Distribution Amount and Amount, the Quarterly Required Amount, the Quarterly Funding Amount, the Reset Period Target Amount, any amounts to be deposited on such Distribution Date into an Accumulation Account (if applicable), any applicable Supplemental Interest Account Deposit Amount, any applicable Investment Reserve Account Required Amount, any applicable Specified Reserve Account Balance, any applicable Investment Premium Purchase Account Deposit Amount and any applicable Investment Premium Purchase Account Release Amount; (aaz) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbaa) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (bb) from time to time during the Funding Period, instructing the Indenture Trustee to withdraw funds from the Pre-Funding Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification on the Business Day immediately following the end of any Borrower Benefit Yield Reductionthe Consolidation Loan Add-On Period, calculating instructing the amount Indenture Trustee to be deposited into transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account (Section 3.12 of the Servicing Agreement);Account; and (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the IssuerTrust, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Owner Trustee 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 Owner 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) [preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture);] (b) [preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture);] (c) [obtaining and preserving 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 3.4 of the Indenture);] (d) [preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture);] (e) delivering [delivering, on behalf of the Issuer, the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture);] (f) [in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture);] (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) [monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture);] (ih) [selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture);] (ji) [preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture);] (kj) [opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture);] (lk) [preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture);] (ml) [preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);] (nm) [preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Owner Trustee and the Indenture Trustee, respectively (Section Sections 2.2 and 9.6 of the Indenture);] (on) [preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture);] (po) [preparing and delivering of the Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);] (qp) [preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);] (rq) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture);] (ur) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance;] (aas) [calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account;] (bbt) [from time to time during the Supplemental Purchase Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Add-On Consolidation Loan Account to be used for the purchase funding of the related Additional Trust Student Add-On Consolidation Loans;] (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddu) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Add-On Consolidation Loan Account to the Collection Account;; and] (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (ggv) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writingOwner Trustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved.]; and (ll) [Reserved].

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) obtaining and preserving 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 3.4 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (e) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, Administration Agreement and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (f) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (i) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (n) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);; Administration Agreement (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (r) [Reserved]from time to time during the Funding Period, instructing the Indenture Trustee to withdraw funds from the Pre-Funding Account to be used for the purchase of the related Additional Trust Student Loans; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]engaging or terminating the Auction Agent, entering into the Initial Auction Agent Agreement on the Closing Date and all Substitute Auction Agent Agreements each on behalf of the Trust, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (v) [Reserved]approving persons to serve as a Broker-Dealer and subsequently entering into a related Broker-Dealer Agreement, and providing all such Broker-Dealer Agreements to the Indenture Trustee and the Auction Agent, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (w) [Reserved]the undertaking of all obligations required to be performed by the Administrator, and to act on behalf of the Trust in fulfilling all duties of the Trust, as set forth in Auction Rate Note Procedures (Appendix A-2 to the Indenture); (x) [Reserved]prior to each Monthly Allocation Date and each Quarterly Distribution Date, calculating the ARS Student Loan Rate applicable for such date and notifying the Auction Agent, the Indenture Trustee and the Broker-Dealers promptly following the calculation date; (y) [Reserved]calculating the Carryover Amount, if any, for the Auction Rate Notes and notifying each Auction Rate Noteholder, the Auction Agent and the Trust at least four Business Days prior to the related Auction Rate Distribution Date; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; ; Administration Agreement (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(l) hereof; and (ll) [Reserved]on the Business Day immediately following the end of the Funding Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Pre-Funding Account to the Collection Account.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee 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 the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (c) establishing and maintaining the accounts set forth in Section 3.1A of the Indenture (Section 3.1A of the Indenture); (d) obtaining and preserving 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 3.4 of the Indenture); (de) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture); (ef) delivering the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 of the Indenture, as to the Indenture Trust Estate, Administration Agreement and the annual delivery of the Officers’ Certificate of the Issuer and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture); (fg) in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture); (gh) from time to time, hiring or appointing a broker to obtain a Replacement Transaction or a Letter of Credit Transaction, according to the terms of the Currency Swap Agreement, upon the occurrence of any Event of Default or Termination Event under the Currency Swap Agreement (Section 3.7(g) of the Indenture); (i) exercising on any applicable Valuation Date the Issuer’s right under the Currency Swap Agreement to demand delivery of any Credit Support Amount to the Issuer by the Currency Swap Counterparty, authorizing the release of any Posted Collateral to the extent no longer required under the Currency Swap Agreement, verifying the calculation of any Exposure, Credit Support Amount and the Value of Posted Collateral and giving written notice to the Issuer of any Credit Support Amount (Section 3.1A of the Indenture); preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (j) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (hk) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture); (il) selling of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of the Indenture); (jm) preparing and, after execution by the Issuer, the Administrator or the Servicer, Servicer as required, filing with the Commission, any applicable State agencies and the Indenture Trustee 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 (Section 7.3 of the Indenture); (kn) opening of one or more accounts in the Issuer’s namename (including any Custody Accounts required in connection with the Currency Swap Agreement), preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining the Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture); (lo) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 and 8.5 of the Indenture);; Administration Agreement (mp) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture); (nq) preparing the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture); (or) preparing all Officers’ Certificates of the Issuer and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a) of the Indenture); (ps) preparing and delivering of Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture); (qt) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 of the Indenture); (ru) [Reserved]from time to time during the Funding Period, instructing the Indenture Trustee to withdraw funds from the Pre-Funding Account to be used for the purchase of the related Additional Trust Student Loans; (sv) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (tw) recording the Indenture, if applicable (Section 11.15 of the Indenture); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]engaging or terminating the Auction Agent, entering into the Initial Auction Agent Agreement on the Closing Date and all Substitute Auction Agent Agreements each on behalf of the Trust, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (y) [Reserved]approving persons to serve as a Broker-Dealer and subsequently entering into a related the Broker-Dealer Agreement, and providing all such Broker-Dealer Agreements to the Indenture Trustee and the Auction Agent, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (z) the undertaking of all obligations required to be performed by the Administrator, and to act on behalf of the Trust in fulfilling all duties of the Trust, as set forth in Auction Rate Note Procedures (Appendix A-2 to the Indenture); (aa) on the Closing Date, with respect to the Class A-4B Notes, directing the Eligible Lender Trustee to enter into the Currency Swap Agreement (not in its individual capacity, but solely on behalf of the Issuer) with the Currency Swap Counterparty and on any subsequent date, any supplement, amendment or replacement thereof; Administration Agreement (bb) undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations, under the Currency Swap Agreement; (cc) prior to each Monthly Allocation Date and each Quarterly Distribution Date, calculating the ARS Student Loan Rate applicable for such date and notifying the Auction Agent, the Indenture Trustee and the Broker-Dealers promptly following the calculation date; (dd) calculating the Carry-over Amount, if any, for each class of Auction Rate Notes and notifying each Auction Rate Noteholder, the Auction Agent and the Trust at least four Business Days prior to the related Auction Rate Distribution Date; (ee) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aaff) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bbgg) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; ; (cchh) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (ddii) [Reserved]from time to time during the Consolidation Loan Add-On Period, assisting the Servicer in the preparation and execution of any required documentation evidencing the transfer of any Add-On Consolidation Loans to the Trust and, to the extent not otherwise performed by the Servicer, instructing the Indenture Trustee to withdraw funds from the Add-On Consolidation Loan Account to be used for the funding of the related Add-On Consolidation Loans; (eejj) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ffkk) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (ggll) [Reserved]on the Business Day immediately following the end of the Consolidation Loan Add-On Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Add-On Consolidation Loan Account to the Collection Account; (hhmm) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (iinn) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account;; Administration Agreement (jjoo) from time to time, directing the Eligible Lender Trustee in writingTrustee, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kkpp) [Reserved]from time to time, directing the Eligible Lender Trustee, not in its individual capacity, but solely on behalf of the Issuer, and subject to the Rating Agency Condition, to enter into one or more interest rate cap agreements with one or more cap counterparties to hedge some or all of the interest rate risk of the Notes; provided, however, that if any upfront payment or other payment is to be made to the cap counterparties with respect to any such interest rate cap agreement, such amounts will be payable only out of funds otherwise available to be paid to the Excess Distribution Certificateholder pursuant to Section 2.8(o) hereof; and (llqq) [Reserved]on the Business Day immediately following the end of the Funding Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Pre-Funding Account to the Collection Account.

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture: (a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 2.02 of the Indenture); (b) preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 2.09 of the Indenture); (c) obtaining and preserving 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 3.4 3.04 of the Indenture); (d) preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 3.05 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 3.05 of the Indenture); (e) delivering on behalf of the Issuer the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel, in accordance with Section 3.6 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 3.9 3.09 of the Indenture, as to compliance with the Indenture (Sections 3.6 3.06 and 3.9 3.09 of the Indenture); (f) in the event of a Servicer Default, taking all reasonable steps available to enforce the Issuer’s rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d3.07(d) of the Indenture); (g) preparing and obtaining the documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture); (h) monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture and preparing an Officers’ Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 4.01 of the Indenture); (i) selling the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 5.04 of the Indenture); (j) preparing and, after execution by the Issuer, the Administrator or the Servicer, as requiredapplicable, filing with the Commission, any applicable State agencies and the Indenture Trustee Trustee, 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 (Section 7.3 7.03 of the Indenture); (k) opening of one or more accounts in the Issuer’s name, preparing Issuer Orders and Officers’ Certificates of the Issuer, obtaining Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 8.02 and 8.3 8.03 of the Indenture); (l) preparing an Issuer Request and Officers’ Certificate of the Issuer and obtaining an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Indenture Trust Estate (Sections 8.4 8.04 and 8.5 8.05 of the Indenture); (m) preparing Issuer Orders and obtaining Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.19.01, 9.2 9.02 and 9.3 9.03 of the Indenture); (n) preparing and obtaining the documents and instruments required for the execution and authentication of new Notes conforming to any supplemental indenture and delivering of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 9.06 of the Indenture); (o) preparing all Officers’ Certificates of the Issuer Issuer, Opinions of Counsel and obtaining any Independent Certificates and/or Opinions of Counsel with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a11.01(a) of the Indenture); (p) preparing and delivering Officers’ Certificates of the Issuer and obtaining any Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b11.01(b) of the Indenture); (q) preparing and delivering to Noteholders and the Indenture Trustee any agreements with respect to alternate payment and notice provisions (Section 11.6 11.06 of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture); (s) engaging or terminating the Auction Agent, entering into the Initial Auction Agent Agreement on the Closing Date and all Substitute Auction Agent Agreements each on behalf of the Trust, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (t) approving persons to serve as a Broker-Dealer an subsequently entering into a related Broker-Dealer Agreement, and providing all such Broker-Dealer Agreements to the Indenture Trustee and the Auction Agent, as set forth in the Auction Rate Note Procedures (Appendix A-2 to the Indenture); (u) [Reserved]the undertaking of all obligations required to be performed by the Administrator, and to act on behalf of the Trust in fulfilling all duties of the Trust, as set forth in Auction Rate Note Procedures (Appendix A-2 to the Indenture); (v) [Reserved]prior to each Monthly Allocation Date and each Quarterly Distribution Date, calculating the ARS Student Loan Rate applicable for such date and notifying the Auction Agent, the Indenture Trustee and the Broker-Dealers promptly following the calculation date; (w) [Reserved]Calculating the Carry-over Amount, if any, for each class of Auction Rate Notes and notifying each Auction Rate Noteholder, the Auction Agent and the Trust at least four Business Days prior to the related Auction Rate Quarterly Distribution Date; (x) [Reserved]undertaking all obligations required to be performed by the Administrator, including, without limitation, preparing and delivering all notices, communications, information and calculations (including calculations of the notional amounts), under any Swap Agreement; (y) [Reserved]on the Closing Date, directing the Trustee to enter into the Swap Agreement (not in its individual capacity, but solely on behalf of the Trust) with the Swap Counterparty; (z) calculating on each Quarterly Distribution Date, as applicable, the Principal Distribution Amount and any the applicable Specified Reserve Account Balance;; and (aa) calculating on or before each Monthly Allocation Date and Quarterly Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; , including (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff1) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); ; and (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii2) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; Account (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf Section 3.12A of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved]Servicing Agreement).

Duties with Respect to the Indenture. The Administrator agrees to consult with the Eligible Lender Trustee regarding the duties of the Issuer under the Indenture and the Depository AgreementAgreements. 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 AgreementAgreements. 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 AgreementAgreements. In furtherance of the foregoing, the Administrator shall take the actions with respect to the following matters that it is the duty of the Issuer or the Indenture Trustee to take pursuant to the Indenture (references being to Sections of the Indenture:): (a) a. preparing or obtaining the documents and instruments required for authentication of the Notes and delivering the same to the Indenture Trustee (Section 2.2 of the Indenture2.2); (b) b. preparing, obtaining or filing the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture2.9); (c) c. obtaining and preserving 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 3.4 of the Indenture3.4); (d) d. preparing and filing all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the Indenture, necessary to protect the Indenture Trust Estate (Section 3.5 of the Indenture3.5); (e) delivering e. the Opinion 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 3.6 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 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6 and 3.9 of the Indenture3.9); (f) f. in the event of a Servicer Default, the taking of all reasonable steps available to enforce the Issuer’s 's rights under the Basic Documents in respect of such Servicer Default (Section 3.7(d) of the Indenture)); (g) preparing g. the preparation and obtaining the of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10 of the Indenture3.10); (h) h. monitoring the Issuer’s 's obligations as to the satisfaction and discharge of the Indenture and preparing preparation of an Officers’ ' Certificate of the Issuer and obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.1 of the Indenture4.1); (i) selling i. sale of the Indenture Trust Estate in a commercially reasonable manner if an Event of Default resulting in a non-rescindable, non-waivable acceleration of the Notes has occurred and is continuing (Section 5.4 of 5.4) or an Insolvency Event with respect to the IndentureSeller has occurred and is continuing (Section 6.5(b)); (j) j. preparing and, after execution by the Issuer, the Administrator or the Servicer, as required, 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 (Section 7.3 of the Indenture7.3); (k) k. the opening of one or more accounts in the Issuer’s 's name, preparing the preparation of Issuer Orders and Orders, Officers’ ' Certificates of the Issuer, obtaining Issuer and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.2 and 8.3 of the Indenture8.3); (l) preparing l. 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 8.4 and 8.5 of the Indenture8.5); (m) preparing m. the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture9.3); (n) preparing n. 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 delivering the delivery of the same to the Eligible Lender Trustee and the Indenture Trustee, respectively (Section 9.6 of the Indenture9.6); (o) preparing o. the preparation of all Officers’ ' Certificates of the Issuer and obtaining any Independent Certificates and/or 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 11.1(a) of the Indenture)); (p) preparing p. the preparation and delivering delivery of Officers’ ' Certificates of the Issuer and the obtaining any of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture)); (q) preparing q. the preparation and delivering delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.6 11.6); and r. the recording of the Indenture); (r) [Reserved]; (s) preparing, executing and delivering on behalf of the Issuer, any additional Bills of Sale (including Bills of Sale required to evidence the transfer of any repurchased Trust Student Loans) and Additional Purchase Agreements required to be delivered under the terms of any Purchase Agreement including during the Supplemental Purchase Period, preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (t) recording the Indenture, if applicable (Section 11.15 of the Indenture11.15); (u) [Reserved]; (v) [Reserved]; (w) [Reserved]; (x) [Reserved]; (y) [Reserved]; (z) calculating on each Distribution Date, the Principal Distribution Amount and any applicable Specified Reserve Account Balance; (aa) calculating on or before each Distribution Date, as applicable, any amounts to be deposited in, or withdrawn from, each Trust Account; (bb) from time to time during the Supplemental Purchase Period, instructing the Indenture Trustee to withdraw funds from the Supplemental Purchase Account to be used for the purchase of the related Additional Trust Student Loans; (cc) preparing and delivering, on behalf of the Trust, all required documentation to evidence the purchase by the Trust of any Additional Trust Student Loans; (dd) [Reserved]; (ee) on the Business Day immediately following the end of the Supplemental Purchase Period, instructing the Indenture Trustee to transfer all sums remaining on deposit in the Supplemental Purchase Account to the Collection Account; (ff) upon notification of any Borrower Benefit Yield Reduction, calculating the amount to be deposited into the Collection Account (Section 3.12 of the Servicing Agreement); (gg) [Reserved]; (hh) on or before the second Business Day immediately preceding each Distribution Date, calculating all amounts to be deposited into and withdrawn from the Floor Income Rebate Account; (ii) calculating any amounts to be deposited into or withdrawn from the Borrower Benefit Account; (jj) from time to time, directing the Eligible Lender Trustee in writing, not in its individual capacity, but solely on behalf of the Issuer, to enter into one or more agreements representing Eligible Repurchase Obligations, with an Eligible Repo Counterparty; (kk) [Reserved]; and (ll) [Reserved].