Common use of Eligible Lender Trustee's Duties and Powers Clause in Contracts

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “"Responsible Officer" means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “"Responsible Officer" means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the TrustGrantor, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust Grantor debts with non-Trust Grantor assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Contracts of Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Contracts of Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledgeEstate. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the TrustGrantor, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust Grantor debts with non-Trust Grantor assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledgeEstate. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “Responsible Officer” means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) It shall accept and hold as herein set forth all such right, title and interest to the Student Loans that are transferred and assigned to it by the Grantor or that are originated and made by it in its name on behalf of the Grantor pursuant to this Agreement. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Contracts of Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Contracts of Guarantee Agreements and other agreements. (bc) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (cd) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (de) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) . The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the TrustTrust Estate, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledgeEstate. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate[, but the Grantor expressly reserves the right to satisfy Trust Estate debts with non-Trust Estate assets]. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error enter into and maintain Contracts of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless Guarantee with each Guarantor where it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction acts on behalf of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “.

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee trustee or Eligible Lender Trustees trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the GrantorSponsor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor Sponsor may direct in order to (i) maintain all Guarantee Agreements Federal Contracts covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor Sponsor for the benefit of the Trust EstateTrust, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements Federal Contracts and other agreements. (b) Upon receipt of written instructions from the GrantorSponsor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the GrantorSponsor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim all payments with respect to the described in this Eligible Lender Trust EstateAgreement. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the GrantorSponsor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) . The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation liquidation, as the Grantor Sponsor shall, by written instructions to the Eligible Lender Trustee, direct. (fd) The Eligible Lender Trustee shall report to the Grantor Sponsor all claims for which it has received written notice of, for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust Estate, or which may be due and owing in connection with the Trust. When directed in writing by the Sponsor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Sponsor expressly reserves the right to satisfy Trust debts with non-Trust assets. (e) Upon receipt of written instructions from the Sponsor, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust or the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as Sponsor shall direct by written instructions to Eligible Lender Trustee. (f) Subject to the other provisions of this Eligible Lender Trust Agreement, without the Eligible Lender Trustee's express written consent, the Sponsor may not assign, pledge, hypothecate, encumber or otherwise transfer, directly or indirectly, all or any part of its interest in the Trust, voluntarily or involuntarily. (g) Upon receipt of written instructions from the Sponsor the Eligible Lender Trustee shall pay to the Sponsor, any and all deposits, Collections, income and payments received by the Eligible Lender Trustee in connection with the Trust Estate. The Eligible Lender Trustee shall have no liability for actions taken at the direction of the Sponsor. The Eligible Lender Trustee shall have no liability for any action or inaction hereunder, except for its negligence or willful misconduct in the performance of its Express Duties hereunder. The Eligible Lender Trustee shall not be responsible for any action or inaction of the Sponsor or any Servicer under this Eligible Lender Trust Agreement. Except as specifically set forth herein, the Eligible Lender Trustee shall have no obligation to administer, service or collect the Eligible Loans or to maintain or monitor the administration, servicing or collection of the Eligible Loans. The Eligible Lender Trustee shall not be required to expend any of its own funds in connection with this Eligible Lender Trust Agreement or its duties hereunder or under any related documents or agreements pertaining to the Trust Estate. The Eligible Lender Trustee shall, to the extent it has received actual written knowledge within its corporate trust department, notify the Sponsor with respect to rejections and repurchases of such Eligible Loans, all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the Trust, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust debts with non-Trust assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) It shall accept and hold as herein set forth all such right, title and interest to the Student Loans that are transferred and assigned to it by the Grantor or that are originated and made by it in its name on behalf of the Grantor pursuant to this Agreement. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Contracts of Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Contracts of Guarantee Agreements and other agreements. (bc) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (cd) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (de) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (ef) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (fg) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the TrustTrust Estate, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledgeEstate. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust EstateEstate [, but the Grantor expressly reserves the right to satisfy Trust Estate debts with non-Trust Estate assets]. (gh) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s 's express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (hi) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “

Eligible Lender Trustee's Duties and Powers. The Eligible Lender Trustee and any successor to the Eligible Lender Trustee or Eligible Lender Trustees shall have only the following powers and duties: (a) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions that the Grantor may direct in order to (i) maintain all Guarantee Agreements covering the Portfolio, (ii) enter into and take other actions with respect to further agreements as required by the Grantor for the benefit of the Trust Estate, and (iii) enforce the rights of the Eligible Lender Trustee under all such Guarantee Agreements and other agreements. (b) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall execute and deliver all written instruments and take any and all other actions as may be, in the judgment of the Grantor, required from time to time in connection with the application for and receipt of grants, subsidies, donations, Interest Subsidy Payments, Special Allowance Payments, and default and other claim payments with respect to the Trust Estate. (c) The Eligible Lender Trustee shall meet the qualifications set forth in Section 14 hereof at all times during which it holds legal title to the Trust Student Loans comprising the Portfolio. (d) Upon receipt of written instructions from the Grantor, the Eligible Lender Trustee shall sell, exchange or liquidate all or any portion of the Trust Estate. (e) The Eligible Lender Trustee shall dispose of any proceeds of such sale, exchange or liquidation as the Grantor shall, by written instructions to the Eligible Lender Trustee, direct. (f) The Eligible Lender Trustee shall report to the Grantor all claims for taxes, insurance premiums and other legal assessments, debts, charges or claims of any type made against any money or other assets belonging to the TrustGrantor, or which may be due and owing in connection with the Trust Estate of which a Responsible Officer (as defined below) of the Eligible Lender Trustee has actual knowledge. When directed in writing by the Grantor, the Eligible Lender Trustee shall satisfy approved claims out of any money belonging to the Trust Estate, but the Grantor expressly reserves the right to satisfy Trust Grantor debts with non-Trust Grantor assets. (g) Subject to the indemnification rights set forth in Section 10 hereof, with the Grantor’s express written approval and indemnification, the Eligible Lender Trustee shall compromise, settle, arbitrate or defend any claim or demand in favor of or against the Trust Estate, and shall enter upon such contracts and agreements and make such compromises of debts, claims or controversies respecting the Trust Estate as the Grantor shall direct by written instructions to the Eligible Lender Trustee. (h) The Eligible Lender Trustee may execute any of the trusts or powers hereof and perform any of its duties by or through attorneys, agents, receivers or employees and shall not be answerable for the conduct of the same if appointed with due care hereunder, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, receiver or employee retained or employed by it in connection herewith. The Eligible Lender Trustee may act upon the opinion or advice of an attorney or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Grantor, approved by the Eligible Lender Trustee in the exercise of such care. The Eligible Lender Trustee shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. (i) The Eligible Lender Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Eligible Lender Trustee, unless it shall be proved that the Eligible Lender Trustee was negligent in ascertaining the pertinent facts. The Eligible Lender Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Grantor. The right of the Eligible Lender Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Eligible Lender Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act. Under no circumstances shall the Eligible Lender Trustee be personally liable for any indebtedness of the Grantor or the Trust under any Basic Documents. For the purposes of this Agreement, “Responsible Officer” means any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary or any other officer of the Eligible Lender Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Agreement.