Common use of Limitation of Liability of Eligible Lender Trustee and Indenture Trustee Clause in Contracts

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by Bank One National Association [ ] not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, [ ] in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company [ ] not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One One, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One One, National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) [RESERVED] (c) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned executed and delivered by The Bank One of New York Mellon Trust Company, National Association Association, formerly known as The Bank of New York Trust Company, N.A., not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer Issuer, and subject to the succeeding paragraph, in no event shall The Bank One of New York Mellon Trust Company, National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderor the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned executed and delivered by Bankers Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee Trustee, and in no event shall Bankers Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or The rights of and protections of the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit Indenture Trustee and the Eligible Lender Trustee's or , as applicable, under the Indenture Trustee's legal responsibility to and the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant toTrust Agreement, or to otherwise comply withrespectively, their obligations under the Higher Education Act or implementing regulationsshall be incorporated as though explicitly set forth herein.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One JPMorgan Chase Bank, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One JPMorgan Chase Bank, National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by The Bank of New York (Delaware) not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall The Bank of New York (Delaware) in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Deutsche Bank Trust Company Americas not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Owner Trustee, Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by Bank One One, National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One One, National Association, Association in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One One, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One One, National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) [Reserved.] (c) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in contrary (other than pursuant to subsection (c) of this sectiond)), this instrument Agreement has been countersigned signed by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrarycontrary (other than pursuant to subsection (d)), this Agreement has been countersigned signed by The First National Bank of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and in no event shall The First National Bank of Chicago in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all or which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding anything contained herein to the contrary (other than pursuant to subsection (d)), this Agreement has been accepted by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company HSBC Bank USA not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company HSBC Bank USA have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One National Association [ ], not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One National Association[ ], in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) [Reserved.] (c) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company [ ] not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One National Association [ ] not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association[ ], in its individual capacity, Bankers Trust Company [ ] or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. In addition to the foregoing, the Indenture Trustee shall be entitled to the same rights, protections and immunities afforded to it under the Indenture as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company [ ] not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One JPMorgan Chase Bank, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One JPMorgan Chase Bank, National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Delaware not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company JPMorgan Chase Bank, National Association not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company JPMorgan Chase Bank, National Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Owner Trustee, Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free Issuer. (b) Except as provided in subsection (d) of this section, notwithstanding anything contained herein to the contrary, this Agreement has been signed by The First National Bank of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the lien Issuer and in no event shall The First National Bank of Chicago in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of the Indenture. For all purposes of this AgreementIssuer have any liability for the representations, in the performance of any duties warranties, covenant, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, the Eligible Lender Trustee notices or agreements delivered pursuant hereto as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles VI, VII and VIII assets of the Trust AgreementIssuer. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company not in its individual capacity but solely as -56- 61 Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, to or to otherwise comply with, with their obligations obligation under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One One, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One One, National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) [RESERVED] (c) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company The Chase Manhattan Bank not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company The Chase Manhattan Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except contrary (other than as provided in subsection (c) of this sectiond)), this instrument Agreement has been countersigned signed by Bank One National Association One, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Depositor and the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrarycontrary (other than as provided in subsection (d)), this Agreement has been countersigned accepted by Bankers Trust Company JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in contrary (other than pursuant to subsection (c) of this sectiond)), this instrument Agreement has been countersigned signed by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of or which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrarycontrary (other than pursuant to subsection (d)), this Agreement has been countersigned accepted by Bankers Trust Company Chase Manhattan Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company Chase Manhattan Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company Chase Manhattan Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company Chase Manhattan Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One One, National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One One, National Association, in its individual capacity, Bankers Deutsche Bank Trust Company Americas or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. In addition to the foregoing, the Indenture Trustee shall be entitled to the same rights, protections and immunities afforded to it under the Indenture as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Deutsche Bank Trust Company Americas not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's ’s or the Indenture Trustee's ’s legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One National Association [____], not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer [____] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [____] not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall [____] in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company [____] not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Trust Company [____] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Owner Trustee, Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacity, Bankers Trust Company or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, to or to otherwise comply with, with their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this sectionhereof, this instrument has been countersigned by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) hereof, this Agreement has been countersigned by Bankers Trust Company JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One National Association _______________ not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, _______________ in its individual capacity, Bankers Trust Company _______________ or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company _______________ not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company _______________ have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, to or to otherwise comply with, with their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in contrary (other than pursuant to subsection (c) of this sectiond)), this instrument Agreement has been countersigned signed by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of or which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrarycontrary (other than pursuant to subsection (d)), this Agreement has been countersigned accepted by Bankers Trust Company JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free Issuer. (b) Except as provided in subsection (d) of this section, notwithstanding anything contained herein to the contrary, this Agreement has been signed by The First National Bank of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the lien Issuer and in no event shall The First National Bank of Chicago in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of the Indenture. For all purposes of this AgreementIssuer have any liability for the representations, in the performance of any duties warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, the Eligible Lender Trustee notices or agreements delivered pursuant hereto as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles VI, VII and VIII assets of the Trust AgreementIssuer. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, to or to otherwise comply with, with their obligations under the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.01 as a successor Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, contrary except as provided in subsection (c) of this sectionherein, this instrument has been countersigned by The First National Bank One National Association of Chicago not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall The First National Bank One National Association, of Chicago in its individual capacity, Bankers Trust Company capacity or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, to or to otherwise comply with, with their obligations obligation under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One One, National Association Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraphparagraph (d) below, in no event shall Bank One One, National Association, in its individual capacity, Bankers Trust Company or any Owner of the Issuer Association have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) [Reserved.] (c) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Deutsche Bank Trust Company Americas not in its individual capacity but solely as Indenture Trustee and and, except as provided in paragraph (d) below, in no event shall Bankers Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except contrary (other than as provided in subsection (c) of this sectiond)), this instrument Agreement has been countersigned signed by Bank One National Association One, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Depositor and the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust AgreementIssuer. (b) Notwithstanding anything contained herein to the contrarycontrary (other than as provided in subsection (d)), this Agreement has been countersigned accepted by Bankers Trust Company Chase Manhattan Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company Chase Manhattan Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility , to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, with their obligations under under, the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, in its individual capacity, Bankers Trust Company JPMorgan Chase Bank or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the Indenture. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. In addition to the foregoing, the Indenture Trustee shall be entitled to the same rights, protections and immunities afforded to it under the Indenture as if specifically set forth herein. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company JPMorgan Chase Bank not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company JPMorgan Chase Bank have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's ’s or the Indenture Trustee's ’s legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument Agreement has been countersigned signed by Bank One National Association _______________ not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and and, subject to the succeeding paragraph, in no event shall Bank One National Association, _______________ in its individual capacitycapacity or, Bankers except as expressly provided in the Trust Company or any Owner Agreement, as beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer that are free Issuer. (b) Except as provided in subsection (d) of this section, notwithstanding anything contained herein to the contrary, this Agreement has been signed by _______________ not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the lien Issuer and in no event shall _______________ in its individual capacity or, except as expressly provided in the Trust Agreement, as beneficial owner of the Indenture. For all purposes of this AgreementIssuer have any liability for the representations, in the performance of any duties warranties, covenants, agreements or other obligations of the Issuer hereunderhereunder or in any of the certificates, the Eligible Lender Trustee notices or agreements delivered pursuant hereto as to all of which recourse shall be subject to, and entitled had solely to the benefits of, the terms and provisions of Articles VI, VII and VIII assets of the Trust AgreementIssuer. (bc) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned accepted by Bankers Trust Company _______________ not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company _______________ have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (cd) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the legal responsibility of the Eligible Lender Trustee's Trustee or the Indenture Trustee's legal responsibility Trustee to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee Trustee, pursuant to, to or to otherwise comply with, with their obligations under the Higher Education Act or implementing regulations, it being expressly understood that the Indenture Trustee has no obligation or duty pursuant to this Section except in the event of Foreclosure or pursuant to Section 8.01 as a successor Master Servicer.

Limitation of Liability of Eligible Lender Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, except as provided in subsection (c) of this section, this instrument has been countersigned by Bank One Star Bank, National Association not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and subject to the succeeding paragraph, in no event shall Bank One National Association, the Eligible Lender Trustee in its individual capacity, Bankers Trust Company capacity or the Delaware Trustee in its individual capacity or as Delaware Trustee or any Owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer that are free of the lien of the IndentureIssuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunderthereunder, the Eligible Lender Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Bankers Trust Company not in its individual capacity but solely as Indenture Trustee and in no event shall Bankers Trust Company have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. (c) Notwithstanding any other provision in this Agreement or the other Basic Documents, nothing in this Agreement or the other Basic Documents shall be construed to limit the Eligible Lender Trustee's or the Indenture Trustee's legal responsibility to the U.S. Secretary of Education or a Guarantor for any violations of statutory or regulatory requirements that may occur with respect to loans held by the Eligible Lender Trustee or the Indenture Trustee pursuant to, or to otherwise comply with, their obligations under the Higher Education Act or implementing regulations.