Common use of Eligibility Requirements for Eligible Lender Trustee Clause in Contracts

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the Depositor; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The ---------------------------------------------------- Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the Depositor; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “"BBB-” " (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term longterm senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the NotesNotes or the Certificates). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or banking association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf and for the benefit of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed directed, in writing, by the DepositorDepositor or the Administrator, as applicable; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “"BBB-” " (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee Administrator (A) written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the outstanding Notes or (B) evidence of at least 10 days prior written notice to such Rating Agency (or such shorter period as is acceptable to each such Rating Agency) during which time no Rating Agency shall have notified the Eligible Lender Trustee in writing that such action might or will result in the downgrade, qualification or withdrawal of the then current rating of any of the outstanding Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.28.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorInitial Guarantor and any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichXxxxx'x, "BBB" by S&P, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating AgencyS&P and "BBB" by Fitch, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)if rated by Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” Baa3 by Xxxxx'x, at least BBB by Fitch (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided Fitch) and at least BBB by S&P and (vii) (so long as no Securities Insurer Default has occurred and is continuing) is acceptable to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Securities Insurer. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Business Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the NotesNotes or the Certificates). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The ---------------------------------------------------- Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term longterm senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the NotesNotes or the Certificates). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorInitial Guarantor and any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichXxxxx'x and "BBB" by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Moodx'x. If Xx the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Initial Guarantors as may be directed by the Depositorand any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichXxxxx'x, "BBB" by Standard & Poor's and "BBB" by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Eligible Lender Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "DELAWARE TRUSTEE").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated Xxxxx’x and at least BBB by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). S&P. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Statutory Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” Baa3 by Xxxxx'x and at least BBB by S&P and (or the equivalentvii) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association so long as no Securities Insurer Default has occurred and is not rated by any Rating Agency, shall have provided continuing) is acceptable to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Securities Insurer. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Statutory Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of [at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated Moody's and at least BBB by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)S&P]. If the Eligible Lender Trustee shall publish xxxxxxh reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Business Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Federal Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuaranty Agencies then guaranteeing Financed Student Loans; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State Commonwealth of Delaware and otherwise complying with Section 3807 Pennsylvania or which is a national bank having an office located within the Commonwealth of the Delaware Statutory Trust ActPennsylvania; and (vi) ), with respect to any successor Eligible Lender Trustees, having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichXxxxx'x and at least BBB by Standard & Poor's. Further, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided prior to the Indenture Trustee written confirmation from such Rating Agency that Depositors selling any HEAL Loans to the appointment of such corporation or association to serve as Trust, the Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal shall be qualified as an "eligible lender" within the meaning of the then current rating of Public Health Service Act. Also, prior to the Depositors selling any of Private Loans to the Notes)Trust, the Eligible Lender Trustee shall be qualified under the applicable Private Loan Program to hold such Private Loans. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this SectionSection 10.1, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.1, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the Depositor; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state State authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then then-current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association association: (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorInitial Guarantor and any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichMoody's, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating AgencyMoody's, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in "XXX" xx S&P, if rated xx X&X and of itself in a reduction or withdrawal of the then current rating of any of the Notes)"BBB" by Fitch, if rated by Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The ---------------------------------------------------- Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” BBB- (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, Section the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Federal Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuaranty Agencies then guaranteeing Financed Student Loans; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State _________ of Delaware and otherwise complying with Section 3807 ____________ or which is a national bank having an office located within the __________ of the Delaware Statutory Trust Act_______; and (vi) ), with respect to any successor Eligible Lender Trustees, having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichXxxxx'x and at least BBB by Standard & Poor's. Further, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided prior to the Indenture Trustee written confirmation from such Rating Agency that Seller selling any HEAL Loans to the appointment of such corporation or association to serve as Trust, the Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal shall be qualified as an "eligible lender" within the meaning of the then current rating of Public Health Service Act. Also, prior to the Seller selling any of Private Loans to the Notes)Trust, the Eligible Lender Trustee shall be qualified under the applicable Private Loan Program to hold such Private Loans. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this SectionSection 10.1, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.1, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “eligible lender” as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” Baa3 by Xxxxx’x and at least BBB by S&P and (or the equivalentvii) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association so long as no Securities Insurer Default has occurred and is not rated by any Rating Agency, shall have provided continuing) is acceptable to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Securities Insurer. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Statutory Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” Baa3 by Moody's, at least BBB by Fitch (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided Fitch) and at least XXX xx S&P and (vii) (so long as no Securities Insurer Default has occurred and is continuing) is acceptable to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Securities Insurer. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Business Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Business Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term longterm senior unsecured debt of at least “BBB-” (or BBB-(or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the NotesNotes or the Certificates). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.be

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association association: (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorInitial Guarantor and any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichMoody's, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating AgencyMoody's, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in "BBB" by S&P, if rated by S&P and of itself in a reduction or withdrawal of the then current rating of any of the Notes)"XXX" xx Fitch, if ratxx xx Xitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the TrustLoans, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) BBB by each of the Rating Agencies (or whichStandard & Poor's, Baa3 by Xxxxx'x and BBB- by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Federal Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the DepartmentDepartment of Education; (ii) qualifying as an "eligible lender" as such term is defined in Section ___ of ___ for purposes of holding legal title to the HEAL Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust from the Secretary of the Department of HHS, (iii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iiiiv) having in effect Guarantee Agreements with each of the Guarantors as may be directed by Guaranty Agencies then guaranteeing FFELP Loans and an insurance contract with the DepositorDepartment of HHS insuring the HEAL Loans; (ivv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state State authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) ), with respect to any successor Eligible Lender Trustees, having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated Moody's and at least BBB by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Standard & Poor's. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this SectionSection 10.1, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.1, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act (and otherwise eligible to be a lender under the FFEL Program under the regulations for the FFEL Program) for purposes of holding legal title to the Trust Student Federal Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the DepartmentDepartment of Education; (ii) qualifying as an "eligible lender" as such term is defined in Section 292o(2) of the HEAL Act (and otherwise eligible to be a HEAL lender or holder under the regulations for the HEAL Program), for purposes of holding legal title to the HEAL Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust from the Department of HHS, (iii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iiiiv) having in effect Guarantee Agreements with each of the Guarantors as may be directed by Guaranty Agencies then guaranteeing FFELP Loans and an insurance contract with the DepositorDepartment of HHS insuring the HEAL Loans; (ivv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) ), with respect to any successor Eligible Lender Trustees, having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichXxxxx'x and at least BBB by Standard & Poor's and Fitch IBCA, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). Inc. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this SectionSection 10.1, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.1, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the TrustLoans, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichXxxxx'x and BBB- by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Initial Guarantors as may be directed by the Depositorand any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichXxxxx'x and BBB-by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichMoody's, "BBB" by S&P, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating AgencyS&P and "BBB" by Fitch, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)if rated xx Xxxxh. If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Eligible Lender Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act (and otherwise eligible to be a lender under the FFEL Program under the regulations for the FFEL Program) for purposes of holding legal title to the Trust Student Federal Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the DepartmentDepartment of Education; (ii) qualifying as an "eligible lender" as such term is defined in Section 292o(2) of the HEAL Act (and otherwise eligible to be a HEAL lender or holder under the regulations for the HEAL Program), for purposes of holding legal title to the HEAL Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust from the Department of HHS, (iii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iiiiv) having in effect Guarantee Agreements with each of the Guarantors as may be directed by Guaranty Agencies then guaranteeing FFELP Loans and an insurance contract with the DepositorDepartment of HHS insuring the HEAL Loans; (ivv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal federal or state State authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) ), with respect to any successor Eligible Lender Trustees, having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or whichMoody's and at least BBB by Standard & Poor's and Fitch IBCA, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Inc. Ix xxx Xligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this SectionSection 10.1, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this SectionSection 10.1, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of incorporated or authorized to do business in the State of Delaware and otherwise complying with Section 3807 New York or which is a national bank having an office located within the State of the Delaware Statutory Trust ActNew York; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) Baa3 by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated Moody's and at least BBB by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). S&P. If the Eligible Lender Trustee shall Trustex xxxxx publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall cease to be eligible in accordance with the provisions of this Section, in the case of the Eligible Lender Trustee, or Section 3807(a) of the Delaware Business Trust Act, in the case of the Delaware Trustee, the Eligible Lender Trustee or the Delaware Trustee, as the case may be, shall resign immediately in the manner and with the effect specified in Section 10.210.02.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Student Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorGuarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “"BBB-” " (or the equivalent) by each of the Rating Agencies (or which, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes). If the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.2.

Eligibility Requirements for Eligible Lender Trustee. The Eligible Lender Trustee shall at all times be a corporation or association (i) qualifying as an “"eligible lender” " as such term is defined in Section 435(d) of the Higher Education Act for purposes of holding legal title to the Trust Financed Student Loans and originating Consolidation Loans on behalf of the Trust, with a valid lender identification number with respect to the Trust Student Loans from the Department; (ii) being authorized to exercise corporate trust powers and hold legal title to the Trust Financed Student Loans; (iii) having in effect Guarantee Agreements with each of the Guarantors as may be directed by the DepositorInitial Guarantor and any Additional Guarantors; (iv) having a combined capital and surplus of at least $50,000,000 and being subject to supervision or examination by Federal or state authorities; and (v) having its principal place of business in the State of Delaware and otherwise complying with Section 3807 of the Delaware Statutory Trust Act; and (vi) having (or having a parent which has) a rating in respect of its long-term senior unsecured debt of at least “BBB-” (or the equivalent) "Baa3" by each of the Rating Agencies (or whichXxxxx'x, "BBB" by Standard & Poor's and "BBB" by Fitch, if the long-term senior unsecured debt of such corporation or association is not rated by any Rating Agency, shall have provided to the Indenture Trustee written confirmation from such Rating Agency that the appointment of such corporation or association to serve as Eligible Lender Trustee will not result in and of itself in a reduction or withdrawal of the then current rating of any of the Notes)Fitch. If BWNY03/143740 21 the Eligible Lender Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of the Eligible Lender Trustee shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Eligible Lender Trustee shall cease to be eligible in accordance with the provisions of this Section, the Eligible Lender Trustee shall resign immediately in the manner and with the effect specified in Section 10.210.02. In addition, at all times the Trustee or a co-trustee shall be a Person that satisfies the requirements of Section 3807(a) of the Business Trust Statute (the "Delaware Trustee").