Common use of Duties with Respect to the Trust Related Agreements Clause in Contracts

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party and each certificate or other document attached as an exhibit to or contemplated by such Basic Documents. The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related AgreementsAgreements or under the Higher Education Act, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement; (Q) preparing all reports required by the Higher Education Act in connection with Financed FFELP Loans; and (R) executing any Trust Related Agreements on behalf of the Issuer. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and Trustee, the Eligible Lender Trustee and their respective agents for, and hold them harmless against, any losses, liability liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith or other act of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Administration Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith or other act of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Administration Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) hereof so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing such additional reports with respect to the Financed Student Eligible Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (BQ) indemnify prepare all reports required by the Issuer and the Delaware Trustee for, and hold them harmless against, Higher Education Act in connection with Financed Student Loans; and (R) execute any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereofIssuer.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Owner Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Owner Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related AgreementsIndenture: (A) directing The direction to the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing The preparation and delivering delivery of notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing The preparation of an Issuer Order and Officer’s Certificate and the obtaining of an opinion Opinion of counselCounsel, if necessary, for the release of property of the Indenture Trust Estate; (D) preparing The preparation of Issuer Certificates Requests and the obtaining opinions of counsel Opinions of Counsel with respect to the execution of amendments to the Trust Related Agreements Indenture and the delivering Trust Agreement and the mailing to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any Noteholders of notices with respect to such amendments; (E) paying The payment of all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking Taking all actions on behalf of the Issuer necessary under any the XXXX Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust AgreementAgreements; and (PG) handling all accounting matters pursuant Providing instructions to the Indenture Trustee as required by Section 5.04 8.02(d) of the Trust AgreementIndenture. (ii) the Issuer The Administrator will: (A) indemnify Indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys attorneys’ fees and expenses, incurred without willful misconduct, negligence, negligence or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; and (B) indemnify Indemnify the Issuer and the Delaware Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost liability or expense, of any kind or nature whatsoever, including reasonable attorneys fees fees’ and expenses, incurred without gross negligencewillful misconduct, willful misconduct negligence or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Owner Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) of this Agreement so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Owner Trustee or the Owner Owners in accordance with Subsection Section 1(d) of this Agreement; and (cC) hereofPay to the Owner Trustee its fees and expenses as are set forth in section 10.01 of the Trust Agreement.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator is authorized and directed to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party and each certificate or other document attached as an exhibit to or contemplated by such Basic Documents; provided, however, that the Delaware Trustee shall execute and deliver the Indenture and the related First Supplemental Indenture of Trust on behalf of the Trust and the Notes issued thereunder. The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement; and (Q) prepare all reports required by the Higher Education Act in connection with Financed FFELP Loans; and (R) execute any Trust Related Agreements on behalf of the Issuer. (ii) the The Issuer Administrator will: (A) will indemnify the Indenture Trustee and Trustee, the Eligible Lender Trustee forTrustee, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct misconduct, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith or other act of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by under this Administration Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A1(a)(ii) or (B) hereof so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; 2 A/ R ADMINISTRATION AGREEMENT (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing a Monthly Servicing Report and such additional reports with respect to the Financed Student Eligible Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; ; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiQ) preparing all reports required by the Issuer Administrator will:Higher Education Act in connection with Financed Student Loans; (AR) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, executing any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this AgreementIssuer; and (BS) indemnify calculating the Issuer Net Reject Rate and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out making related calculations required by Section 26 of the willful misconductFirst Supplemental Indenture dated as of [ ], negligence or bad faith of 2005 (the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof“First Supplemental Indenture”).

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee Issuer or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A1(a)(iii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing preparing and delivering to the Indenture Trustee by any Issuer Order required to deposit moneys with Paying Agents, if any, other than be delivered to the Indenture TrusteeTrustee pursuant to the terms of the Indenture; (B) preparing and delivering notice to the Noteholders Registered Owners of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates Orders and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering delivery to the NoteholdersRegistered Owners, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing an Administrator’s Distribution Date Certificate and such additional reports with respect to the Financed Student Loans, Eligible Loans as the Issuer Issuer, the Indenture Trustee or the Eligible Lender Trustee may reasonably request from time to time; (L) furnishing to the Issuer, the Indenture Trustee and any other applicable Person any report or statement required under any Trust Related Agreement to be delivered to such Person by the Issuer or the Administrator; (M) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (MN) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (NO) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (OP) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (PQ) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiR) preparing all reports required by the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Higher Education Act in connection with Financed Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this AgreementLoans; and (BS) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, executing any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereofIssuer.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee Issuer or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; 2 A/ R ADMINISTRATION AGREEMENT (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing a Monthly Servicing Report and such additional reports with respect to the Financed Student Eligible Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiQ) preparing all reports required by the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator Higher Education Act in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance connection with Subsection (c) hereof.Financed Student Loans;

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing such additional reports with respect to the Financed Student Eligible Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (BQ) indemnify prepare all reports required by the Issuer and the Delaware Trustee for, and hold them harmless against, Higher Education Act in connection with Financed Student Loans; and (R) execute any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith Issuer; and (S) Make the Net Reject Rate and related calculations required by Section 26 of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.First Supplemental Indenture

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee Issuer or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee Issuer or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing a Monthly Servicing Report and such additional reports with respect to the Financed Student Eligible Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiQ) preparing all reports required by the Issuer Administrator will:Higher Education Act in connection with Financed Student Loans; (AR) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, executing any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this AgreementIssuer; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing preparing and delivering to the Indenture Trustee by any Issuer Order required to deposit moneys with Paying Agents, if any, other than be delivered to the Indenture TrusteeTrustee pursuant to the terms of the Indenture; (B) preparing and delivering notice to the Noteholders Registered Owners of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates Orders and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering delivery to the NoteholdersRegistered Owners, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing an Administrator’s Quarterly Distribution Date Certificate and such additional reports with respect to the Financed Student Eligible Loans, as the Issuer Issuer, the Indenture Trustee or the Eligible Lender Trustee may reasonably request from time to time; (L) furnishing to the Issuer and any Registered Owner or other beneficiary filing with the Administrator a written request for a copy, not more than 30 days after the close of each Fiscal Year, a statement setting forth (to the extent applicable) in respect to such Fiscal Year, in each case subject to receipt by the Administrator of all applicable information from the Indenture Trustee, (a) all transactions relating to the receipt, disbursement and application of all moneys received by the Indenture Trustee pursuant to all terms of this Indenture; (b) the balances held by the Indenture Trustee at the end of such Fiscal Year to the credit of each Fund and Account; (c) a brief description of all moneys, Eligible Loans and Investment Securities held by the Indenture Trustee as part of the balance of each Fund and Account as of the end of such Fiscal Year; (d) the principal amount of Notes of each series purchased by the Indenture Trustee during such Fiscal Year from moneys available therefor in any Fund pursuant to the provisions of the Indenture and the respective purchase price of such Notes; (e) the principal amount of Notes of each series retired, at their Stated Maturity or by prepayment, during such Fiscal Year and the Prepayment Prices thereof, if any; and (f) any other information which the Issuer may reasonably request; (M) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (MN) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (NO) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (OP) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (PQ) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiR) preparing all reports required by the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Higher Education Act in connection with Financed Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this AgreementLoans; and (BS) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, executing any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereofIssuer;.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Owner Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Owner Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related AgreementsIndenture: (A) directing Directing the Indenture Trustee Trustee, by Issuer Order Order, to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing Preparing and delivering notice to the Noteholders of the any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing Preparing an Issuer Order and Officer’s Certificate and obtaining an opinion Opinion of counselCounsel, if necessary, for the any release of property of the Indenture Trust Estate; (D) preparing Preparing Issuer Certificates Requests and obtaining opinions Opinions of counsel Counsel with respect to the execution of amendments to the Trust Related Agreements Indenture and the delivering Trust Agreement and mailing notices to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices Noteholders with respect to such amendments; (E) paying Paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking Taking all actions on behalf of the Issuer necessary under any the XXXX Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust AgreementAgreements; and (PG) handling all accounting matters pursuant Providing instructions to the Indenture Trustee as required by Section 5.04 8.02(d) of the Trust AgreementIndenture. (ii) the Issuer The Administrator will: (A) indemnify Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys’ fees and expenses, incurred in the Eligible Lender absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees fees’ and expenses, incurred without in the absence of willful misconduct, negligence, negligence or bad faith on the part of the Issuer and the Owner Trustee and their partrespective agents, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Owner Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) of this Agreement so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Owner Trustee or the Owner Owners in accordance with Subsection Section 1(d) of this Agreement; and (cC) hereofthe Owner Trustee its fees and expenses as are set forth in section 10.01 of the Trust Agreement.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator under this Administration Agreement and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing preparing and delivering to the Indenture Trustee by any Issuer Order required to deposit moneys with Paying Agents, if any, other than be delivered to the Indenture TrusteeTrustee pursuant to the terms of the Indenture; (B) preparing and delivering notice to the Noteholders Holders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the NoteholdersHolders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying (from the Trust Estate) or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Eligible Loans and to requests by independent auditors for information concerning the Issuer's ’s financial affairs; (I) maintaining financial records concerning the Financed Student Eligible Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Eligible Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Eligible Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Eligible Loans, and preparing a Monthly Servicing Report and such additional reports with respect to the Financed Student Eligible Loans, as the Issuer Issuer, the Indenture Trustee or the Eligible Lender Trustee may reasonably request from time to time; (L) furnishing to the Issuer and any Holder or Other Beneficiary filing with the Issuer Administrator a written request for a copy, not more than 30 days after the close of each Fiscal Year, a statement setting forth (to the extent applicable) in respect to such Fiscal Year, in each case subject to receipt by the Issuer Administrator of all applicable information from the Trustee, (a) all transactions relating to the receipt, disbursement and application of all moneys received by the Trustee pursuant to all terms of this Indenture; (b) the Balances held by the Trustee at the end of such Fiscal Year to the credit of each Fund and Account; (c) a brief description of all moneys, Student Loans and Investment Securities held by the Trustee as part of the Balance of each Fund and Account as of the end of such Fiscal Year; (d) the Principal Amount of Notes of each series purchased by the Trustee during such Fiscal Year from moneys available therefor in any Fund pursuant to the provisions of the Indenture and the respective purchase price of such Notes; (e) the Principal Amount of Notes of each series retired, at their Stated Maturity or by prepayment, during such Fiscal Year and the Prepayment Prices thereof, if any; and (f) any other information which the Issuer may reasonably request; (M) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (MN) performing such other services with respect to administration of the Financed Student Eligible Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (NO) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; ; (OP) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and; (PQ) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement.; (iiR) preparing all reports required by the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator Higher Education Act in the performance of the Issuer Administrator's duties contemplated by this Agreementconnection with Financed Student Loans; and (BS) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, executing any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith Trust Related Agreements on their part, arising out behalf of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereofIssuer;.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Owner Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Owner Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related AgreementsIndenture: (A) directing Directing the Indenture Trustee Trustee, by Issuer Order Order, to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing Preparing and delivering notice to the Noteholders of the any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing Preparing an Issuer Order and Officer’s Certificate and obtaining an opinion Opinion of counselCounsel, if necessary, for the any release of property of the Indenture Trust Estate; (D) preparing Preparing Issuer Certificates Requests and obtaining opinions Opinions of counsel Counsel with respect to the execution of amendments to the Trust Related Agreements Indenture and the delivering Trust Agreement and mailing notices to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices Noteholders with respect to such amendments; (E) paying Paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking Taking all actions on behalf of the Issuer necessary under any the XXXX Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust AgreementAgreements; and (PG) handling all accounting matters pursuant Providing instructions to the Indenture Trustee as required by Section 5.04 8.02(d) of the Trust AgreementIndenture. (ii) the Issuer The Administrator will: (A) indemnify Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys’ fees and expenses, incurred in the Eligible Lender absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees fees’ and expenses, incurred without in the absence of willful misconduct, negligence, negligence or bad faith on the part of the Issuer and the Owner Trustee and their partrespective agents, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Owner Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) of this Agreement so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Owner Trustee or the Owner Owners in accordance with Subsection Section 1(d) of this Agreement; and (cC) hereofPay to the Owner Trustee its fees and expenses as are set forth in section 10.01 of the Trust Agreement.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Trustee when action is necessary to comply with the Issuer's duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related Agreements: (A) directing the Indenture Trustee by Issuer Order to deposit moneys with Paying Agents, if any, other than the Indenture Trustee; (B) preparing and delivering notice to the Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee; (C) preparing an Issuer Order and obtaining an opinion of counsel, if necessary, for the release of property of the Trust Estate; (D) preparing Issuer Certificates and obtaining opinions of counsel with respect to the execution of amendments to the Trust Related Agreements and the delivering to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any sent notices with respect to such amendments; (E) paying all expenses in connection with the issuance of the Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking all actions on behalf of the Issuer necessary under any Guarantee Agreement; (H) responding to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests by independent auditors for information concerning the Issuer's financial affairs; (I) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee Issuer or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture;; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 2.03 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer Administrator will: (A) indemnify the Indenture Trustee and the Eligible Lender Trustee its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees and expenses, incurred without willful misconduct, negligence, or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee and their respective agents for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Trustee or the Owner in accordance with Subsection (c) hereof.

Duties with Respect to the Trust Related Agreements. (i) The Issuer Administrator agrees to perform all its duties as Issuer Administrator and the duties of the Issuer under the Trust Related Agreements. In addition, the Issuer Administrator shall consult with the Delaware Owner Trustee regarding the duties of the Issuer and the Delaware Trustee under the Trust Related Agreements. The Issuer Administrator shall monitor the performance of the Issuer and shall advise the Eligible Lender Trustee and the Delaware Owner Trustee when action is necessary to comply with the Issuer's ’s duties under the Trust Related Agreements. The Issuer Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons or entities of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Trust Related Agreements, and shall execute any Trust Related Agreements on behalf of the Issuer. In furtherance of the foregoing, the Issuer Administrator shall take all appropriate action that is the duty of the Issuer to take pursuant to the Trust Related Agreements, Agreements including, without limitation, such of the foregoing as are required with respect to the following matters under the Trust Related AgreementsIndenture: (A) directing Directing the Indenture Trustee Trustee, by Issuer Order Order, to deposit moneys with Paying Agents, if any, other than the Indenture Trustee;Trustee; (B) preparing Preparing and delivering notice to the Noteholders of the any removal of the Indenture Trustee and the appointment of a successor Indenture Trustee;Trustee; (C) preparing Preparing an Issuer Order and Officer’s Certificate and obtaining an opinion Opinion of counselCounsel, if necessary, for the any release of property of the Indenture Trust Estate;Estate; (D) preparing Preparing Issuer Certificates Requests and obtaining opinions Opinions of counsel Counsel with respect to the execution of amendments to the Trust Related Agreements Indenture and the delivering Trust Agreement and mailing notices to the Noteholders, the Rating Agencies and any other parties to whom notice is required to be sent, any notices Noteholders with respect to such amendments;amendments; (E) paying Paying all expenses in connection with the issuance of the Notes;Notes; (F) prepaying or accelerating the Notes and preparing and delivering the related notice to the Indenture Trustee; (G) taking Taking all actions on behalf of the Issuer necessary under any the XXXX Guarantee Agreement;Agreements; and (HG) responding Providing instructions to inquiries and requests made by borrowers, educational institutions, Guarantee Agencies, the Indenture Trustee and other parties with respect to the Financed Student Loans and to requests as required by independent auditors for information concerning the Issuer's financial affairs; (ISection 8.02(d) maintaining financial records concerning the Financed Student Loans and, if furnished adequate information with respect to financial affairs not related to the Financed Student Loans, preparing and maintaining a general ledger and financial statements for the Issuer; (J) providing instructions to the Issuer and the Eligible Lender Trustee with respect to the administration of the Financed Student Loans; (K) furnishing to the Issuer, the Indenture Trustee or the Eligible Lender Trustee copies of reports received with respect to the Financed Student Loans, and preparing such additional reports with respect to the Financed Student Loans, as the Issuer or the Eligible Lender Trustee may reasonably request from time to time; (L) preparing, or causing to be prepared, and furnishing to the Issuer annual operating budgets, quarterly statistical reports and cash flow projections as required under the Indenture; (M) performing such other services with respect to administration of the Financed Student Loans as the Issuer or the Eligible Lender Trustee may reasonably request; (N) completing and filing all tax returns and tax filings as required pursuant to Section 5.04 of the Trust Agreement; (O) informing the Delaware Trustee if any withholding is required pursuant to Section 5.01 of the Trust Agreement; and (P) handling all accounting matters pursuant to Section 5.04 of the Trust Agreement. (ii) the Issuer The Administrator will: (A) indemnify Indemnify the Indenture Trustee and its agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys’ fees and expenses, incurred in the Eligible Lender absence of willful misconduct, negligence or bad faith on the part of the Indenture Trustee and its agents, arising out of the willful misconduct, negligence or bad faith of the Administrator in the performance of the Administrator’s duties contemplated by this Agreement; (B) Indemnify the Issuer and the Owner Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense, including reasonable attorneys fees fees’ and expenses, incurred without in the absence of willful misconduct, negligence, negligence or bad faith on the part of the Issuer and the Owner Trustee and their partrespective agents, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's ’s duties contemplated by this Agreement; and (B) indemnify the Issuer and the Delaware Trustee for, and hold them harmless against, any losses, liability, claim, action, suit, cost or expense, of any kind or nature whatsoever, including reasonable attorneys fees and expenses, incurred without gross negligence, willful misconduct or bad faith on their part, arising out of the willful misconduct, negligence or bad faith of the Issuer Administrator in the performance of the Issuer Administrator's duties contemplated by this Agreement; Agreement; provided, however, that the Issuer Administrator shall not be required to indemnify the Indenture Trustee, the Issuer or the Delaware Owner Trustee pursuant to Section 1(a)(ii)(A1(a) (ii)(A) or (B) of this Agreement so long as the Issuer Administrator has acted pursuant to the instructions of the Delaware Owner Trustee or the Owner Owners in accordance with Subsection Section 1(d) of this Agreement; and (cC) hereofPay to the Owner Trustee its fees and expenses as are set forth in section 10.01 of the Trust Agreement.